EXHIBIT 10.1(z)EMPLOYMENT AGREEMENT     THIS AGREEMENT (“Agreement”) is made and entered into as of March 30, 2006 (the“Effective Date”) by and between Showtimes.com, Inc., a Delaware corporation (the“Company” or “Employer”), Brett West (the “Employee”), and Hollywood MediaCorp., a Florida corporation (“HMC”).RECITALSA. The Company is a subsidiary of HMC and is involved in conducting HMC’s “Source Business”which business is currently comprised of, among other things, three related lines of business:CinemaSource, EventSource and ExhibitorAds, and also includes the Front Row Marketing (“FRM”)business acquired in July 2004 and the business conducted by the “CinemasOnline” entitiesacquired in November 2005). The Source Business includes, without limitation, (i) thecompilation, production and licensing of movie showtimes data (the “CinemaSource” business)and data relating to local entertainment and other events in numerous communities (the“EventSource” business), and (ii) advertising and promotional services and products for movieexhibitors (the “ExhibitorAds” business). B. Employee is currently employed as President of the Company. C. Company and Employee mutually desire to agree upon the terms of Employee’s future employmentwith the Company and related matters as provided in this Agreement.AGREEMENT     NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, theparties agree as follows:     1. Term and Employment Period. The Company shall employ the Employee and the Employeeshall serve the Company, on the terms and conditions set forth herein, for the period commencing onand as of the Effective Date and terminating on March 31, 2009 (the “Initial Term”), unlessterminated earlier in accordance with the terms of this Agreement; provided, however, that theCompany shall have the option, in its sole discretion, to extend the term of Employee’s employmentup to an additional three (3) years (the “Extension Term”) by providing Employee withnotice no less than six (6) months prior to the expiration of the Initial Term. The Initial Term(together with the Extension Term if elected) of the Employee’s employment is collectively referredto as the “Employment Period” or “Term.” Effective as of the Effective Date ofthis Agreement, the Employment Agreement dated as of May 18, 1999 between the Employee and theCompany (the “Prior Agreement”) is hereby terminated and cancelled in all respects, and noparty thereto or hereto has any obligation to the other under the Prior Agreement.     2. Duties and Responsibilities of Employee. During the Term, the Employee shall serveas President of the Company, shall report to HMC’s Chief Executive Officer, President or ChiefOperating Officer (as determined by HMC’s Chief Executive Officer) and shall diligently andfaithfully perform all duties and responsibilities as may be assigned to him from time to time byor upon the authority of the Company’s Board of Directors or by HMC’s Chief Executive Officer,President or Chief Operating Officer. Such duties shall specifically include (i) the duty promptlyto report, to HMC’s Chief Executive Officer, President or Chief Operating Officer, any event oroccurrence in the Company’s business that would reasonably be expected to be material to suchbusiness, (ii) the Employee’s duty to hire (or promote internally), train and maintain as part ofthe Company’s management personnel, a manager for the Source Business meeting HMC’s qualificationssuch that such manager would be competent to perform the duties and responsibilities of theEmployee and to operate the Source Business in the event that the Employee ceases serving asPresident of the Company (and this manager would serve as the Employee’s “right-hand person” inoperating the Source Business during the Term of this Agreement, working with and reporting to theEmployee), and (iii) the duty to obtain the prior
 

 
written consent of HMC’s Chief Executive Officer, President or Chief Operating Officer to the entryinto any contract or arrangement by or on behalf of the Company or its business (a) involving anypayment or series of payments by or to the Company of more than $15,000, whether in one or a seriesof transactions, or (b) which is for a term of more than two years and is not cancelable by theCompany on sixty (60) days’ or less prior written notice (without penalty or payment of any kind).During the Term, the Employee shall devote all of the Employee’s working time to the performance ofthe services required under this Agreement and shall not engage in any other business matters,except that the Employee may develop and own a separate business and/or may serve on corporate,industry, educational, religious, civic or charitable boards or committees and/or make and attendto passive personal investments (“Permitted Collateral Activities”) so long as (i) none ofthe Permitted Collateral Activities is a “Competing Activity” (as defined in Section 9 hereof),(ii) each Permitted Collateral Activity is outside the parameters defined in “New BusinessOpportunity” (as defined in Section 9), (iii) such Permitted Collateral Activities do not impair orinterfere with Employee’s performance of his duties hereunder, (iv) Employee devotes no less timeand attention to the Company’s business and interests than he has devoted during the years of hisemployment with the Company prior to this Agreement, (v) such Permitted Collateral Activities areconducted in a manner that does not impair the Company’s business or its employees, and do notimpose any expenses or costs upon the Company, HMC or any other HMC Entity (HMC and itssubsidiaries, together with its nonconsolidated businesses including MovieTickets.com and NetcoPartners, are sometimes referred to herein as the “HMC Entities” or individually as an “HMCEntity”), and (vi) the Permitted Collateral Activities do not involve any employees orconsultants of, or utilize any assets, resources or equipment of, the Company or other HMC Entity.The Employee shall at all times perform his duties and responsibilities under this Agreement andconduct the Company’s business in compliance with all applicable laws, rules, regulations orordinances and in compliance with any judgments, orders or decrees or other legal obligationsbinding on the Company.     3. Compensation.          (a) Base Salary; Advance Payments; Stock Options; Stock Grant.          Base Salary. Employee shall be paid a base salary during the period he isemployed hereunder beginning on the Effective Date at the annual rate of three hundredthousand dollars ($300,000) (the “Base Salary”), with such Base Salary payable ininstallments consistent with the Company’s normal payroll schedule, subject to applicablewithholding and other taxes. On April 1, 2007 and on each annual anniversary of April 1,2007 while Employee is employed hereunder during the Term (each such date, a “SalaryAdjustment Date”), the Base Salary shall be increased to the corresponding annual ratespecified in the following table commencing as of the applicable Salary Adjustment Date (asindicated in the table, the amount of the increase in 2011 depends on achievement of theEBITDA Bonus for the 2010 Bonus Year under Section 3(b) below):          **Salary Adjustment Date**  **Base Salary**  April 1, 2007  $350,000   April 1, 2008  $400,500   April 1, 2009  $460,000   April 1, 2010  $500,000   April 1, 2011  $535,000 if EBITDA Bonus earned for2010 Bonus Year, otherwise $517,500  
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Advances. The Employee shall receive the “Advance Payments” as providedunder Section 3(c)(v) below.Stock Options upon Extension. In the event that the Company exercises its option toextend this Agreement for an Extension Term under Section 1 of this Agreement, then theEmployee shall be granted fully exercisable stock options to purchase 125,000 shares ofcommon stock of HMC under HMC’s stock option plan, having an exercise price per share equalto the grant date market value per share of common stock as determined under the terms ofthe applicable stock option plan, all of which options shall expire five years after theapplicable grant date.Quarterly Stock Grant. On each “Grant Date” in the table below this paragraph, ifthe Employee is employed under this Agreement on such applicable date, the Employee shall begranted such number of fully vested shares of common stock of HMC (a “Stock Grant”)under HMC’s stock incentive plan as calculated by the formula inthis paragraph below, which shares shall be granted as of such Grant Date (and promptly delivered to the Employee nolater than 10 days following the applicable Grant Date). The Employee shall comply, inconnection with any sales of such shares, or shares issued under the stock optionsreferenced above, with any request by HMC of the Employee to coordinate such sales with orthrough one or more market makers or other registered broker/dealers designated by HMC. Thenumber of shares to be issued with respect to any particular Grant Date shall be equal tothe quotient of (i) the corresponding Stock Payment Amount for the particular Grant Datefrom the table below (either $125,000 or $131,000, as the case may be), divided by (ii) thelast reported sale price of HMC’s common stock per share as reported by Nasdaq for the dateprior to the Grant Date. As stated in the provisions of Section 3(b) below in the paragraphunder the caption “Proceeds of Stock Sales”, such provisions apply to each Stock Grant asexpressly provided therein.          **Grant Date**  **Stock Payment Amount**  April 1, 2006  $125,000   July 1, 2006  $125,000   October 1, 2006  $131,000   January 1, 2007  $131,000             (b) Annual Bonus if Meet EBITDA Budget. “Exhibit A” attached to thisAgreement and the terms thereof are incorporated herein and constitute part of this Agreement. Inaddition to the Base Salary and other compensation set forth above, for each “Bonus Year”(as defined in Exhibit A hereto) ending during the Employee’s employment hereunder, Employee shallbe entitled to receive a bonus (an “EBITDA Bonus”) for such Bonus Year, subject to thefollowing terms and conditions: If the “Company EBITDA” (as defined in Exhibit A) achievedfor such Bonus Year is not less than the applicable “EBITDA Budget” for such Bonus Yearspecified in Exhibit A (as adjusted), then the EBITDA Bonus for such Bonus Year shall be the sum of(i) $50,000, plus (ii) 20% of the amount (if any) by which (A) the remainder of the Company EBITDAfor such Bonus Year after deducting $50,000, exceeds (B) the applicable EBITDA Budget for suchBonus Year, except that the portion of the EBITDA Bonus under this clause (ii) shall notexceed the applicable “Bonus Cap” in the following table for the corresponding Bonus Year:
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          **Bonus Year**  **Bonus Cap**  2005  $125,000   2006  $150,000   2007  $175,000   2008  $200,000   2009  $225,000   2010  $250,000   2011  $270,000   For example, if the Company EBITDA for a particular Bonus Year was $3,000,000 and theapplicable EBITDA Budget for such year was $2,500,000, then the EBITDA Bonus for such Bonus Yearwould be the sum of (i) $50,000, plus (ii) (0.20 x ($2,950,000 — $2,500,000)), which calculationresults in an EBITDA Bonus of $140,000 (subject to limitation under the Bonus Cap if applicable).The EBITDA Bonus for any Bonus Year under this paragraph (b) shall be due and payable on May 31 ofthe year following the Bonus Year (such May 31 date being referred to as the “PaymentDate”), and is payable in cash or in registered shares of HMC’s common stock (as providedbelow), or partially in cash and partially in stock, as determined by HMC in its sole discretion(it being contemplated that registered stock, if issued, may be issued pursuant to one of HMC’sshareholder-approved compensation plans or otherwise in compliance with Nasdaq listing (or otherstock listing) requirements applicable to HMC, as determined by HMC in its sole discretion). IfHMC elects to pay an EBITDA Bonus or portion thereof in shares of stock, HMC shall issue anddeliver or cause to be issued and delivered to the Employee, on a date (the “Issue Date”)which shall be on or within 10 days after the Payment Date, such number of shares (the “BonusShares”) of common stock of HMC (or its successor) equal to the quotient of (i) the dollaramount of the bonus to be paid in stock (the “Stock Payment Amount”), divided by (ii) the“Fair Market Value” (as defined below) per share of such common stock as of the Issue Date. Theissuance of such shares is subject to withholding if applicable as provided under Section 3(g)hereof. The Employee agrees to comply with applicable securities laws in connection with any salesof Bonus Shares and any shares issued under Section 3(a) above or 3(c) below, or any acquisition orsale of shares of stock of HMC whether under this Agreement or otherwise.“Fair Market Value” of a share of common stock on any date of reference shall mean thearithmetic average of the “Closing Price” (as defined below) of the common stock on the fiveconsecutive business days ending on and including the third business day immediately preceding suchdate of reference. For the purpose of determining Fair Market Value, the “Closing Price” ofthe common stock on any business day shall be (i) if the common stock is listed or admitted fortrading on any United States national securities exchange, or if actual transactions are otherwisereported on a consolidated transaction reporting system, the last reported sale price of the commonstock on such exchange or reporting system, (ii) if the common stock is quoted on the NationalAssociation of Securities Dealers Automated Quotations System (“NASDAQ”), or any similar system ofautomated dissemination of quotations of securities prices in common use, the last reported saleprice of the common stock on such system or, if sales prices are not reported, the mean between theclosing high bid and low asked quotations for the common stock for such day on such system, or(iii) if neither clause (i) or (ii) is applicable, the mean between the high bid and low askedquotations for the common stock for such day as reported by the National Quotation Bureau,Incorporated if at least two securities dealers have inserted both bid and asked quotations for thecommon stock on at least five of the ten preceding business days. If neither (i), (ii), or (iii)above is applicable, then Fair Market Value shall be determined in good faith by HMC’s Board ofDirectors.
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Proceeds of Stock Sales. With respect to any particular issuance of shares of common stockto the Employee (“Payment Shares”) under the following terms of this Agreement (a) a“Quarterly Stock Grant” under section 3(a) above, or (b) in payment of an EBITDA Bonus as providedin this Section 3(b) above, or (c) in payment of a Sale Bonus, Term Bonus or Supplemental Bonus asprovided in Section 3(c)(iii) or 3(c)(iv) below as the case may be, or (d) in payment of an AdvancePayment as provided in Section 3(c)(v) below; if (i) the Employee sells all such Payment Shares(not including shares withheld by HMC to cover tax withholding requirements, if any) during andbefore the end of the applicable “Selling Period” (which “Selling Period” for anyparticular issuance shall commence on the date of issuance and end on the earlier of the180th day following the issuance date or on November 30 of the calendar year in whichthe shares are issued), (ii) the Employee complies in connection with such sales with any requestby HMC of the Employee to coordinate such sales with or through one or more market makers or otherregistered broker/dealers designated by HMC, and (iii) the Employee’s total proceeds from suchsales (net of brokerage costs) are less than the applicable “adjusted Stock Payment Amount” (afteradjusting the Stock Payment Amount by deducting the dollar amount of the withholding taken by HMC,if any), then HMC shall pay Employee in cash an amount equal to the amount by which the applicable“adjusted Stock Payment Amount” exceeds the sum of (i) such net proceeds from the sale of suchPayment Shares and (ii) the value of any and all cash, stock, dividends and/or any otherconsideration paid on such Payment Shares to Employee, which cash payment, if applicable, shall bepaid within 30 days following Employee’s notice to HMC that such payment is due (and the Employeeshall give such notice to HMC within 30 days after completion of such sales within the requiredSelling Period but in no event later than November 30 of the year in which the shares are issued).The Employee agrees to comply, in connection with any sales of such shares, with any request by HMCof the Employee to coordinate such sales with or through one or more market makers or otherregistered broker/dealers designated by HMC.          (c) Other Bonuses. In addition to the annual bonuses set forth above, Employee may beeligible for either the Sale Bonus under Section 3(c)(i) or the Term Bonus under Section 3(c)(ii)hereof, subject to the following terms and conditions (and the parties confirm that these terms forcalculating the Sale Bonus and Term Bonus are components of a negotiated compensation arrangementand are not intended to reflect the actual or potential value of HMC’s Source Business to HollywoodMedia or to a third party): (i) Bonus Upon Sale of Company. If at any time during andprior to expiration of the Term, (1) Employee is then currently employed underthis Agreement and there has not been any prior “Company Sale” (as defined inthis paragraph below) during the term of this Agreement, and (2) all orsubstantially all of the Company’s assets (including (a) assets comprising 90%or more of the book value of the Company’s assets and (b) contracts generatingat least 90% of the Company’s revenues) or all of Company’s outstanding capitalstock is sold to a third-party unaffiliated with either the Company or HMC (a“Company Sale”), then Employee shall be eligible to receive a bonus (a“Sale Bonus”) equal to the positive sum (if any) of: (a) ten percent(10%) of the amount by which (i) the “Existing Business Purchase Price” (asdefined below) exceeds (ii) the “Existing Business Base Value” (as definedbelow), plus (b) fifteen percent (15%) of the amount by which (i) the “AcquiredBusiness Purchase Price” (as defined below) exceeds (ii) the “Acquired BusinessEBITDA Value” (as defined below), plus (c) twenty percent (20%) of the “NewBusiness Purchase Price” (if any, as defined below), minus (d) theamount of the Aggregate Advance under paragraph (v) below, and minus (e)any prior Term Bonus. It is hereby understood and agreed that the sale of all orsubstantially all of the assets or stock of HMC, shall not be considered a“Company Sale” for purposes hereof. The Sale Bonus, if any, shall be payable asprovided in paragraph (iii) below. To clarify certain aspects of the foregoingportion of this paragraph, the parties confirm and agree that the Employee’spotential Sale Bonus shall be calculated in connection with the first CompanySale (and not with respect to any subsequent Company Sale), and in no eventshall the Employee receive more than one Sale Bonus under this Agreement.
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 (ii) Bonus Upon Expiration of Employment Period or Terminationwithout Cause. At the time of the first to occur of (a) the Employee’semployment hereunder on March 31, 2009 (the last day of the Initial Term), or(b) the date of the Company’s termination of the Initial Term under Section12(c) hereof, as the case may be (the “Expiration Date”), then Employeeshall be eligible to receive a bonus (a “Term Bonus”) equal to thepositive sum (if any) of: (a) ten percent (10%) of the amount by which (i) the“Existing Business EBITDA Value” (as defined below) exceeds (ii) the ExistingBusiness Base Value, plus (b) fifteen percent (15%) of the amount by which theAcquired Business EBITDA Value exceeds the “Acquired Business Base Value” (asdefined below), plus (c) twenty percent (20%) of the New Business EBITDA Value,minus (d) the amount of the Aggregate Advance under paragraph (v) below,and minus (e) any prior Sale Bonus. The Term Bonus, if any, shall bepayable as provided in paragraph (iii) below.    In addition to payment of the Term Bonus under the foregoing paragraph, if theCompany elects an Extension Term (of any duration, as specified by theCompany) as provided under Section 1 hereof, then at the time of the first tooccur of (a) the Employee’s employment hereunder on the last day of suchExtension Term period designated by the Company, or (b) the date of theCompany’s termination of such Extension Term under Section 12(c) hereof, asthe case may be (the “Expiration Date”), the Employee shall beeligible to receive another Term Bonus equal to the positive amount, if any,obtained by subtracting (A) the amount of the prior Term Bonus (if any) underthe preceding paragraph, and the amount of any prior Sale Bonus occurringbefore or after such prior Term Bonus, from (B) the sum of: (a) ten percent(10%) of the amount by which (i) the Existing Business EBITDA Value exceeds(ii) the Existing Business Base Value, plus (b) fifteen percent (15%) of theamount by which the Acquired Business EBITDA Value exceeds the AcquiredBusiness Base Value, plus (c) twenty percent (20%) of the New Business EBITDAValue.    For purposes hereof:    “Existing Business Purchase Price” means the “Net Purchase Price” (asdefined below) less (a) the “Acquired Business Purchase Price” (as definedbelow) and less (b) the “New Business Purchase Price” (as defined below).    “Net Purchase Price” means the purchase price paid to the Companyand/or HMC at closing for the purchase of the Company less the sum of (a) anyand all debt, payables and other liabilities of the Company not assumed oracquired by purchaser at the close of such sale (in other words, all suchliabilities that remain liabilities of HMC or any subsidiary or affiliate ofHMC following the closing), and (b) any and all legal fees, accountants’ fees,investment banker, brokerage or finders fees and other transaction costs andfees and closing costs incurred or paid by HMC or any subsidiary of HMC.    “EBITDA Period” means, (i) with respect to the calculation of a SaleBonus, the full calendar year ending prior to the year in which occurs theconsummation of the Company Sale, and (ii) with respect to the calculation ofa Term Bonus, the full calendar year ending prior to the applicable ExpirationDate.    “Acquired Business Purchase Price” means the portion of the NetPurchase Price calculated by multiplying the Net Purchase Price by a fraction,the numerator of which shall be the “Acquired Business EBITDA” (as definedbelow) for the EBITDA Period, and the denominator of which shall be the“Company EBITDA” for the EBITDA Period.
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   “New Business Purchase Price” means the portion of the Net PurchasePrice calculated by multiplying the Net Purchase Price by a fraction, thenumerator of which shall be the “New Business EBITDA” (as defined below) forthe EBITDA Period, and the denominator of which shall be the “Company EBITDA”for the EBITDA Period.    “Acquired Business EBITDA” means the portion of the Company EBITDA forthe EBITDA Period contributed by “Acquired Divisions” (as defined below), asreflected in the Company’s financial statements and accounting records usedfor calculating Company EBITDA for the EBITDA Period.    “New Business EBITDA” means the portion of the Company EBITDA for theEBITDA Period contributed by “New Business Divisions” (as defined below), asreflected in the Company’s financial statements and accounting records usedfor calculating Company EBITDA for the EBITDA Period.    “Acquired Divisions” means any operating business lines of the Company(which are separately accounted for as a separate business line by theCompany) that are acquired, after the date of this Agreement, by purchase ofan operating business entity or operating business assets (except thatthe following business of the Company shall be included as Acquired Divisionsnotwithstanding acquisition thereof prior to the date of this Agreement: (1)the Front Row Marketing (“FRM”) business acquired in July 2004, and (2) thebusiness conducted by the “CinemasOnline” entities acquired in November 2005).    “New Business Divisions” means any new business division(s) of theCompany’s business created after the date of this Agreement and meeting thefollowing requirements: (i) the division is one for which the Company’sfinancial statements include separate income statements (i.e. profit and lossstatements or statements of operations from which EBITDA (earnings beforeinterest, taxes, depreciation and amortization) can be computed for suchdivision) which are consolidated for purposes of preparing the Company’sfinancial statements used for calculating Company EBITDA, (ii) the Employeeand the Company both agree in writing that such division qualifies as a “NewBusiness Division”, and (iii) the division does not include operations thatwere purchased or acquired; except that the following business of theCompany shall be included as “New Business Divisions” notwithstanding creationthereof prior to the date of this Agreement: Brochures/handouts forExhibitors, and csXpress and csPremiere.    “Existing Business Base Value” means $10,300,000.    “Acquired Business EBITDA Value” means the product of (a) the AcquiredBusiness EBITDA, multiplied by (b) seven (7).    “New Business EBITDA Value” means the product of (a) the New BusinessEBITDA, multiplied by (b) seven (7).    “Total Business EBITDA Value” means the product of (a) the CompanyEBITDA for the applicable EBITDA Period, multiplied by (b) seven (7).    “Existing Business EBITDA Value” means the Total Business EBITDA Valueless (a) the Acquired Business EBITDA Value and less (b) the New BusinessEBITDA Value.
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   “Acquired Business Base Value” means the aggregate purchase price paid(whether paid in cash, property, securities or otherwise, including assumed oracquired debts and liabilities as well as professional fees and costs in thetransaction, such as legal, accounting or investment banking services) for anyand all purchases or acquisitions, after the date of this Agreement (as wellas for the acquisitions of CinemasOnline and FRM, whether paid or incurredbefore or after the date of this Agreement), of any company, business orbusiness assets acquired for the Company’s business, except as otherwiseprovided in paragraph (d) below.  (iii) Payment of Sale Bonus or Term Bonus. The Sale Bonus orTerm Bonus, if any, shall be payable in cash or unregistered shares of HMC’scommon stock (as provided below), or partially in cash and partially inunregistered shares of stock, as determined by HMC in its sole discretion (itbeing acknowledged that any stock payment issued would need to be issued incompliance with Nasdaq listing (or other stock listing) requirements applicableto HMC, as determined by HMC in its sole discretion). The cash portion of anySale Bonus or Term Bonus is referred to below as the “Cash Amount”. HMCmust notify the Employee of the amount of the Cash Amount, or the percentage ofthe Sale Bonus or Term Bonus that will be the Cash Amount, prior to (a) theclosing of the Company Sale (in the case of a Sale Bonus) or (b) the ExpirationDate (in the case of a Term Bonus), as the case may be (the “PaymentDate”). The Cash Amount of any Sale Bonus would be paid within 10 daysafter the applicable Payment Date, and the Cash Amount of any Term Bonus wouldbe paid in twelve (12) equal consecutive monthly installment payments, with thefirst installment payable on the one month anniversary date of the applicablePayment Date, except that if a Term Bonus has not been paid in full by March 15of the calendar year following the year in which the applicable Expiration Dateoccurs, then the outstanding balance of the Term Bonus shall be paid on orbefore such March 15th date. If HMC elects to pay a bonus or portion of a bonusin unregistered shares of stock, HMC shall issue and deliver or cause to beissued and delivered to the Employee, on a date (the “Issue Date”) whichshall be on or within 10 days after the Payment Date, such number of shares ofcommon stock of HMC (or its successor) equal to the quotient of (i) the dollaramount of the bonus to be paid in stock (the “Stock Payment Amount”),divided by (ii) the “Fair Market Value” (as defined above) per share of suchcommon stock as of the Issue Date. HMC may in its sole discretion determine topay a portion of a Sale Bonus or a Term Bonus using shares of stock registeredunder its stock compensation plans or otherwise registered. Theissuance of such shares is subject to withholding if applicable as provided under Section 3(g)hereof.  (iv) Supplemental Bonus if a Company Sale occurs followingTermination without Cause. If the Company terminates the Term without Causeunder Section 12(c) hereof, and if either (a) at the date of such terminationHMC has executed and delivered a signed, written letter of intent or definitiveagreement to consummate a “Company Sale” (as defined above) and the closing ofsuch Company Sale occurs within one year following the termination date, or (b)at the date of such termination HMC is in negotiations (but has not executed adefinitive agreement or letter of intent) with a potential purchaser toconsummate a Company Sale and the closing of a Company Sale to such purchaseroccurs within 180 days following the termination date; then the Employee shallbe eligible to receive a bonus (a “Supplemental Bonus”) equal to theamount by which (i) the “Sale Bonus” that would have been payable to theEmployee in respect of such consummated Company Sale (assuming that theEmployee’s employment was not terminated and that the Employee was employedhereunder at the time of closing of such Company Sale) exceeds (ii) theaggregate Term Bonuses paid or payable to
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   Employee under Section 3(c)(ii) hereof. The Supplemental Bonus, if any, shallbe payable as provided below.    Payment of Supplemental Bonus. The Supplemental Bonus, if any, shallbe payable in cash or unregistered shares of HMC’s common stock (as providedbelow), or partially in cash and partially in unregistered shares of stock, asdetermined by HMC in its sole discretion (it being acknowledged that any stockpayment issued would need to be issued in compliance with Nasdaq listing (orother stock listing) requirements applicable to HMC, as determined by HMC inits sole discretion). HMC must notify the Employee of the amount (or thepercentage) of the Supplemental Bonus to be paid in cash, prior to the closingof the corresponding Company Sale. The cash portion of any Supplemental Bonuswould be due and payable on the applicable “Payment Date”, which Payment Dateshall be the earlier of (x) the ninetieth (90th) day following the closing ofthe corresponding Company Sale, or (y) March 15 of the calendar year followingthe year in which the Company Sale occurs. If HMC elects to pay such bonus orportion thereof in unregistered shares of stock, HMC shall issue and deliveror cause to be issued and delivered to the Employee, on a date (the “IssueDate”) which shall be on or within 10 days after the Payment Date (but inno event later than the March 15th date referenced in thisparagraph above), such number of shares of common stock of HMC (or itssuccessor) equal to the quotient of (i) the dollar amount of the bonus to bepaid in stock (the “Stock Payment Amount”), divided by (ii) the “FairMarket Value” (as defined above) per share of such common stock as of theIssue Date. HMC may in its sole discretion determine to pay a portion of theSupplemental Bonus using shares of stock registered under its stockcompensation plans or otherwise registered. The issuance of such shares issubject to withholding if applicable as provided under Section 3(g) hereof.  (v) Payment of Quarterly Advances on future Bonus. Theparties acknowledge that the purpose of this paragraph (v) is to provide anagreed method for the Employee to receive advances of a portion of the potentialvalue of the Term Bonus or Sale Bonus prior to the time when a Term Bonus orSale Bonus otherwise becomes payable under this Agreement, and for that purposeit is agreed that the Employee shall receive, on or before the applicable“Payment Date” in the following table, the corresponding “AdvancePayment” in the amount set forth beside that date in the table, payable asprovided in this paragraph below, except that an Advance Payment (orportion thereof) shall not be paid if (a) the Employee is not employed underthis Agreement on such Payment Date, or (b) the “Aggregate Advance” (as definedbelow) exceeds or would exceed the amount of the Term Bonus that would bepayable assuming that the Term ended as of the applicable Payment Date for suchAdvance Payment, or (c) the Aggregate Advance exceeds or would exceed the amountof the Sale Bonus that would be payable upon the closing of a “Company Sale”contemplated by a bona fide letter of intent or definitive agreement, if any,signed by HMC and the acquiror and which is in effect as of the applicablePayment Date for such Advance Payment, or (d) the Employee already received aSale Bonus or Term Bonus. The term “Aggregate Advance” means theaggregate total of the Advance Payments made to Employee. Each Advance Paymentis payable in cash or registered shares of HMC’s common stock (as providedbelow), or partially in cash and partially in stock, as determined by HMC in itssole discretion. If HMC elects to pay any of an Advance Payment in shares ofstock, HMC shall issue and deliver to the Employee, on a date (the “IssueDate”) which shall be on or within 10 days after the Payment Date, suchnumber of shares of common stock of HMC (or its successor) equal to the quotientof (i) the dollar amount of the Advance Payment to be paid in stock (the“Stock Payment Amount”), divided by (ii)
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   the “Fair Market Value” (as defined below) per share of such common stock asof the applicable Issue Date. The issuance of such shares is subject towithholding if applicable as provided under Section 3(g) hereof. The Employeeshall comply, in connection with any sales of such shares, with any request byHMC of the Employee to coordinate such sales with or through one or moremarket makers or other registered broker/dealers designated by HMC.        Payment Date: Advance Payment  Payment Date: Advance Payment  April 10, 2006: $162,500  Oct. 10, 2007: $37,500  July 10, 2006: $50,000  Jan. 10, 2008: $37,500  Oct. 10, 2006: $50,000  April 10, 2008: $24,875  Jan. 10, 2007: $50,000  July 10, 2008: $24,875  April 10, 2007: $37,500  Oct. 10, 2008: $24,875  July 10, 2007: $37,500  Jan. 10, 2009: $24,875     Offset of Excess Advance Payments. If the calculation of the SaleBonus or Term Bonus under Section 3(c)(i) or Section 3(c)(ii) above, as thecase may be, results in a negative number (or results in a larger negativenumber) due to the subtraction of the Aggregate Advance in the applicablecalculation formula in such Sections, then the amount of such negative number(or such increase in a negative number, as the case may be) may be applied bythe Company and/or HMC to offset against any other payments due to Employee bythe Company and/or HMC under this Agreement, and if there is any remainingbalance of such negative amount after such offset, the Employee shall promptlyrepay such balance to the Company (such payment to be made not later than 10days following the Company’s demand).    Offset or Repayment of Advance Payments if Termination by Employee beforeend of Initial Term or Termination by Company for Cause. If either (a)the Employee terminates his employment hereunder prior to the end of theInitial Term (not including a termination caused by Employee’s death) or (b)the Employee’s employment is terminated for “Cause” under Section 12(b) hereofor terminated due to disability under Section 12(a) hereof; then the Employeeshall repay the full amount of the Advance Bonus to the Company within ten(10) days after such event (and any such due and unpaid amount may be offsetby the Company and/or HMC against any amounts otherwise payable to theEmployee).  (d) Employee’s Acceptance or Rejection of Acquisitions.Notwithstanding anything to the contrary in this Agreement or Exhibit A hereto,and subject to the following terms and conditions of this paragraph, in theevent that the Employee gives a timely “Rejection Notice” (as defined below)regarding a “Proposed Acquisition” (as defined below), then (i) there shall beno adjustment to the EBITDA Budget in respect of the consummation of suchProposed Acquisition as otherwise contemplated in Exhibit A hereto, and (ii)there shall be no increase in the “Acquired Business Base Value” in respect ofthe purchase price for
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   such Proposed Acquisition as otherwise contemplated in the definition of“Acquired Business Base Value” above. A Rejection Notice will not be timelygiven unless delivered in writing to the Chief Executive Officers of each of theCompany and HMC prior to the signing of an agreement to consummate the ProposedAcquisition, and the Rejection Notice must unequivocally state that the Employeerejects the acquisition for purposes of the bonus calculations under this Section3(b). “Proposed Acquisition” means a proposed acquisition by the Companyof any company, business or business assets to be acquired for the Company’sbusiness. During the term of Employee’s employment hereunder, the Company willinform Employee about any Proposed Acquisition prior to the time a definitiveagreement to consummate the acquisition is signed by the Company, provided,however, that the Employee will be deemed to have notice and be informed aboutany Proposed Acquisition with respect to which the Employee participates innegotiations thereof.  (e) Re-investment of free cash flow. The Companyacknowledges its intent to make available up to approximately 30% of theCompany’s annual “free cash flow” (this means annual Company EBITDA less capitalexpenditures and other uses of cash not reflected in Company EBITDA) to beavailable to be re-invested in the Company’s business through capitalexpenditures or for working capital or otherwise invested or used in theacquisition of parallel type businesses, in each case if reasonably necessaryand subject to the Company’s and HMC’s rights to use such cash for othersignificant cash needs of the HMC Entities and subject to the mutual approval ofthe Company’s business plan in each case by Employee, the Company and HMC. Thefunds invested will be capitalized and amortized if and to the extent reasonablypermitted under generally accepted accounting principles in the U.S.A. (GAAP)for purposes of calculating Company EBITDA.  (f) Shares to be Issued under Shareholder-Approved Plans.The parties acknowledge that, except for shares required to be granted or issuedunder stock options pursuant to Section 3(a) of this Agreement, HMC is notobligated to issue any shares of stock to Employee unless HMC elects to do so inits sole discretion as provided in various terms of this Agreement. The partiesalso contemplate and agree that, due to various Nasdaq and SEC requirements, ifHMC elects to issue shares as provided under this Agreement, then HMC will do soonly pursuant to a duly approved issuance pursuant to one of HMC’sshareholder-approved equity compensation plans (except to the extent in any casethat HMC determines in its discretion that such legal requirements are notapplicable in such case), provided, however, that any shares issued to Employeepursuant to this Agreement will not be subject to any restrictions orlimitations on resale imposed by such equity compensation plans unless suchrestrictions are required by applicable law. Such shares are subject towithholding if applicable as provided under Section 3(g) hereof.  (g) Tax Withholding Requirements. Notwithstanding anything tothe contrary in this Agreement, the Company or other payor of any compensationto Employee under this Agreement may withhold from such amounts, or from anyother amounts owed by the Company or such other payor to the Employee, and payover to the appropriate government tax authorities such amounts (“WithholdingTaxes”) as may be necessary to comply with applicable Federal, state and localtax withholding requirements relating to taxes imposed on the Employee,including, without limitation, those requirements set forth in Subtitle C,Chapter 21, and Subtitle C, Chapter 24, Subchapter A of the Internal RevenueCode and the income tax withholding provisions relating to applicable stateincome taxes. Unless HMC and the Employee otherwise agree, in the event thatthe Company or HMC is required to withhold Withholding Taxes by reason ofpayments made or to be made to Employee in the form of shares of common stock,such withholding shall be satisfied through a reduction in
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   the number of shares otherwise to be transferred to theEmployee by a quantity of shares the fair market value of which (as determined in the manner prescribed inSection 3(b) of this Agreement) is equal to the amount of Withholding Taxesrequired to be withheld and paid over to the tax authorities by reason of thepayment of shares to the Employee. Any amount so withheld pursuant to thisprovision of the Agreement (whether from a cash payment or a payment in the formof shares of common stock) shall be treated for purposes of this Agreement as ifpaid to the Employee.  (h) No Fractional Shares. Notwithstanding anything to thecontrary in this Agreement, HMC shall not be required to issue anyfractional shares of capital stock to Employee, and in the event thata calculation of shares issuable to Employee under this Agreement results in a fraction of ashare, the fraction shall be rounded up or down to the nearest whole share, asthe case may be.  (i) Tax Code Section 409A. The parties believe that theprovisions of this Agreement are in compliance with the requirements of InternalRevenue Code section 409A as presently in effect and as interpreted by IRSNotice 2005-1 and the Treasury regulations proposed for issuance under suchsection. In the event that, by reason of an amendment to such provision or theissuance of additional guidance by the U.S. Treasury or the Internal RevenueService, it appears likely that any of the payment obligations hereunder subjectto the requirements of section 409A is not in compliance with thoserequirements, the parties will cooperate in good faith to endeavor to amend theAgreement, and/or take such other action as may be necessary to, meet thoserequirements in a manner that fairly and equitably preserves, to the extentreasonably achievable and mutually agreeable, the economic benefits of theparties intended under this Agreement.    Agreement to Comply with Section 409A Requirement for timing of payment ofcompensation by reason of separation of service. The parties acknowledgethat the requirements of Section 409A of the Code referenced above include arequirement that payment of certain compensation payable in connection withseparation of service cannot be made prior to the end of a six-month periodfollowing the termination of service. The parties hereby expressly agree that,notwithstanding anything to the contrary in this Agreement, if any payment to theEmployee is required under Section 409A to be paid by reason of a separation fromservice, such payment shall not be made before the date which is six months afterthe date of separation from service (or, if earlier, the date of death of theEmployee).     4. Place of Performance. Except for required travel on the Company’s business, theEmployee shall be based at the Company’s offices in Ridgefield, Connecticut or, as the Company mayfrom time to time determine in its sole discretion, at such other location within a thirty-mileradius thereof or at the Company’s offices located in New York City if from time to time suchtemporary relocation is requested by the Company’s or HMC’s chief executive officer. The Employeeshall also attend periodic meetings at HMC’s headquarters (currently in Boca Raton, Florida) uponrequest of HMC’s chief executive officer.     5. Vacation. Employee shall be entitled to vacation in accordance with the HMC’sgeneral vacation policy for employees of HMC and its subsidiaries, commensurate with other suchemployees holding similar titles.     6. Employee Benefits. Employee shall be eligible to participate in all employeebenefit plans and benefit programs of Company in effect during the Employment Period to the sameextent as other active executive employees of the Company at his level (but excluding the Company’sstock option plans or other equity compensation plans). The Company may, without notice, change,modify, amend, or terminate any
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employee benefit plans and benefit programs that may be in effect either on the Effective Date oras may be adopted later.     7. Trade Secrets. Employee acknowledges and agrees that, among Employee’s duties forCompany, Employee will be employed by Company in a position which could provide the opportunity forconceiving, designing and/or reducing to practice improvements, developments, ideas or discoveries,whether patentable or unpatentable (collectively hereinafter referred to as “Trade Secrets”).Employee acknowledges that all Trade Secrets which occur as a result of Employee’s employment priorto and during the Term shall be and remain the sole and exclusive property of the Company.Employee hereby assigns, and agrees to assign, to Company all of Employee’s right, title andinterest in and to any and all Trade Secrets which occur as a result of Employee’s employment withthe Company prior to and during the Term.Employee’s Initials  /s/ BW          8. Copyrights. Employee agrees that all right, title and interest in any and allcopyrights, copyright registrations and copyrightable subject matter which occur as a result ofEmployee’s employment with the Company prior to and during the Term shall be the sole and exclusiveproperty of the Company, and agrees that such works comprise works made for hire. Employee herebyassigns, and agrees to assign, to the Company all right, title and interest in any and allcopyrights, copyright registrations and copyrightable subject matter which occur as a result ofEmployee’s employment with the Company prior to and during the Term.Employee’s Initials  /s/ BW     9. Non-Competition and Non-Solicitation.     (a) Covenant Not to Compete.     (i) Except to the extent otherwise expressly permitted in this Section 9(a) below, at alltimes while the Employee is employed by the Company or other HMC Entity (and during the “TailPeriod” (if any, as defined below)), the Employee shall not directly or indirectly engage in orcompete with, nor directly or indirectly have any interest in, or assist or render services(whether or not for compensation, and whether as a director, officer, managing member, partner,shareholder, creditor, employee, agent, advisor or consultant) to or for any sole proprietorship,corporation, company, limited liability company, partnership, association, venture or business orany other person or entity (whether as an employee, officer, director, partner, shareholder,managing member, venturer, agent, security or equity holder, creditor, consultant or otherwise)that directly or indirectly (or through any affiliated entity) that engages in or competes orexpects to compete with, any “Competing Activity” (as defined in this paragraph below);provided, however, that this Section 9(a) shall not prohibit the Employee’s ownership, solely as aninvestment, of securities of any issuer that are registered under Section 12(b) or 12(g) of theSecurities Exchange Act of 1934, as amended, and that are listed or admitted for trading on anyUnited States national securities exchange or that are quoted on the National Association ofSecurities Dealers Automated Quotations System, or any similar system or automated dissemination ofquotations of securities prices in common use, so long as the Employee does not (a) directly orindirectly own (legally or beneficially) or control more than one percent (1.0%) of any class ofcapital stock or other equity of such issuer, or (b) control, acquire a controlling interest in orbecome a member of a group which exceeds such one percent ownership limitation or exercises director indirect control of such issuer. “Competing Activity” means any business anywhere in theworld, whether or not conducted through the Internet or other method, described in either of thefollowing clauses (x) and (y): (x) business comprising any one or more of such types or classes ornature of any businesses that are or were conducted (or contemplated to be conducted) by theCompany (including business conducted by the Company’s subsidiaries, or by any other subsidiariesof HMC comprising part of the Source Business) at any time during the Term of this Agreement, and(y) in addition, business comprising any one or more of such other types or classes or nature ofany businesses that are or were conducted (or contemplated to be conducted) by HMC or any other HMCEntity (other than the Company) at
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any time during the Term of this Agreement in which the Employee had some significant level ofinvolvement, and any natural extensions or evolutions of the businesses referenced in the foregoingclause (x) or this clause (y).     (ii) The “Tail Period” shall be any period up to three (3) years as specified by theCompany before or within forty-five (45) days after employment is terminated with or without Causeby Employer or by the Employee for any reason (or without any reason) or by reason of theexpiration of the Employment Period, but such period shall continue only so long as Employercontinues to pay the applicable “Tail Payment” (as provided below) if any, provided,however, that notwithstanding the foregoing provisions of this sentence to the contrary, (A) ifthe Company fails to give an Acceptance Notice (as defined below) in response to a “New BusinessNotice” (as defined below) from the Employee, then (subject to the conditions that the Employee isnot in material breach of this Agreement, the Company does not have “Cause” to terminate theEmployee’s employment hereunder, and the Employee’s employment is not terminated by the Employee)the “Specified New Business” (as defined below) that is the subject of such New Business Notice(but not any other Competing Activity) shall be deemed not to constitute a Competing Activity fromand after the last day of employment (subject to the last sentence of this paragraph), (B) if theEmployee terminates his employment in accordance with the following paragraphs of this Section 9(a)(a “Conforming Termination”) in order to pursue a “Specified New Business”, then (subjectto the conditions that the Employee is not in material breach of this Agreement, and the Companydoes not have “Cause” to terminate the Employee’s employment hereunder) the Tail Period shall bethree (3) years and there shall be no requirement for any Tail Payment, and the Specified NewBusiness that is the subject of the New Business Notice given by Employee in connection with suchtermination (but not any other Competing Activity) shall be deemed not to constitute a CompetingActivity from and after the last day of employment (subject to the last sentence of thisparagraph), and (C) if the Employee’s employment is terminated by the Company for “Cause” (asdefined in Section 12 hereof), or terminated by the Employee, the Tail Period shall be three (3)years and there shall be no requirement for any Tail Payment. Notwithstanding the provisions ofthe foregoing clauses (A) and (B) of this paragraph (ii), if the Employee conducts the SpecifiedNew Business (to which either such clause relates) in a fashion that is substantially inconsistentwith the applicable New Business Notice, then such activities shall not be excluded fromconstituting a Competing Activity under either such foregoing clauses (A) and (B).Amount of Tail Payment: The Tail Payment, if applicable as provided above, during the TailPeriod shall be paid at a rate equivalent to fifty percent (50%) of Employee’s base salary at thetime employment terminates (and payable in accordance with the normal payroll schedule),except that (a) if the termination occurs during the Initial Term the Tail Payment rateshall be not less than the rate of $225,000 per year, and (b) if the termination occurs during theExtension Term the Tail Payment rate shall be not less than the rate of $250,000 per year; andfurther provided that (x) if the Employee’s employment is terminated by the Company without“Cause” (as defined in Section 12 hereof) then the Tail Payment rate shall be the greater of$350,000 per year or one hundred (100%) of Employee’s base salary at the time employment terminates(and payable in accordance with the normal payroll schedule), and (y) as stated in clauses (B) and(C) of the preceding paragraph (ii), there is no Tail Payment in the case of a termination asstated in such clauses.     (iii) For purposes of this Agreement, “New Business Opportunity” means anyopportunity, venture, idea or concept developed by Employee that would utilize (in a material andmeaningful manner) existing assets, owned by the Company, HMC, or any of their respectivesubsidiaries (but excluding MovieTickets.com and Tekno Books and Netco Partners and any otherbusiness unit now or in the future not wholly owned by HMC), or aligns or relates with or iscompetitive to a business of HMC or its subsidiaries, or is a business vertically or horizontallyrelated to a business of the Company or one of HMC’s other businesses (but excludingMovieTickets.com and Netco Partners), in each case in a material and meaningful manner.Notwithstanding anything to the contrary in this Agreement, whenever the Employee shall be aware ofa New Business Opportunity (whether or not developed by the Employee) during the term of employmenthereunder, the Employee shall promptly bring such opportunity to the attention of the Company’sBoard of Directors in writing, or orally (if confirmed in writing), and give a copy to HMC’s chiefexecutive officer. All such new
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business opportunities shall be offered to the Company and HMC. Nothing in this Agreementgrants Employee any right to utilize any assets or resources of any HMC Entity.     (iv) If the Employee desires to invoke his rights if applicable under either of clauses (A) or(B) of Section 9(a)(ii) above (which clauses provide for certain exceptions to the Employee’scovenant not to compete following termination of his employment), such that the Employee would notbe prohibited (as provided above) from engaging (following termination of employment) in aparticular New Business Opportunity (a “Specified New Business”) in the event that theCompany does not pursue such business for itself, the Employee shall first deliver to the Company’sBoard of Directors (and a copy to HMC’s Chief Executive Officer), a written description of theSpecified New Business (the “New Business Notice”) with reasonable particularity as to thespecific nature and activities contemplated to be involved in conducting the Specified New Businessincluding without limitation the products, services, customers, markets, pricing, fixed andvariable costs, budgets, capital expenditures, competitors, barriers to entry, risks and potentiallosses and liabilities, together with a feasibility analysis including business and financialdescriptions, estimates and projections based on reasonably supportable assumptions (and in anyevent such Specified New Business shall be an opportunity which the Employee believes in good faithfollowing his reasonable diligence is (and which the New Business Notice reasonably presents as) aviable profitable business opportunity for the Company and shall be presented in the New BusinessNotice in a fashion that is not misleading). If the Employee desires to pursue clause (B) ofSection 9(a)(ii) above, then such New Business Notice shall include the Employee’s written noticeto the Company that, if the Company does not itself pursue the Specified New Business, then theEmployee will or might terminate his employment in order to engage himself in the Specified NewBusiness. If (i) the Company does not deliver notice to the Employee, within the 45-day periodfollowing its receipt of the New Business Notice, that the Company’s Board of Directors has actedto approve the Company’s taking steps to prepare for engagement in business of the sort describedin the New Business Notice (an “Acceptance Notice”), and (ii) following such 45-day periodthe Employee gives written notice (“Resignation Notice”) to the Company of the Employee’sresignation from the Company’s employment (as well as his resignation from all other positions withthe Company and other HMC Entities) effective as of a specified date not less than sixty (60) normore than ninety (90) days after delivery of the Resignation Notice; then, the termination of theEmployee’s employment accordingly at the date specified in such Resignation Notice shall constitutea Conforming Termination (provided, however, that if the Company elects to terminateEmployee’s employment at an earlier time following receipt of the Resignation Notice, suchtermination by the Company at such earlier time shall constitute a Conforming Termination).     (b) Covenant Not to Solicit or Interfere. The term “Company Party” meansthe Company and any affiliate (excluding natural persons), subsidiary or parent company of theCompany, and HMC and any other HMC Entity. Employee agrees that during the Term, and for a periodof two (2) years after the expiration or earlier termination of the Term (and thereafter for theduration of the Tail Period under Section 9(a)(ii) above if the Tail Period exceeds two (2) years),the Employee shall not, without the prior written consent of the Company’s Board of Directors(which consent may be granted or withheld in the Board’s sole and absolute discretion), directly orindirectly through the actions of any other individual or entity, whether for his own benefit orfor that of another individual or entity, (i) solicit or recruit, or attempt to solicit or recruit,any individual who is now or at any time during the Term an employee of any Company Party, orinduce or attempt to induce any such employee to terminate his or her employment with such CompanyParty; or (ii) solicit or recruit, or attempt to solicit or recruit, any individual or entity whois then, or at any time during the Term was, a customer or client of any Company Party whichengages in a Competing Activity, or advise or induce any such individual or entity not to continueas a customer or client of such Company Party which engages in a Competing Activity, and shall notinterfere with any renewal discussions or make any presentations or pitches or calls to any suchcustomer or client.     (c) Blue Pencilling. In the event any provision of this Section 9 is held by anarbitrator or court of competent jurisdiction to be invalid, void or unenforceable, the remainingprovisions shall nevertheless continue in full force without being impaired or invalidated in any way. Without in any waylimiting the generality of the preceding sentence, in the event the covenant not to competecontained herein and/or the
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non-solicitation covenant contained herein, in the view of a court or arbitrator asked to rule uponthe issue, is deemed unenforceable by reason of covering too large an area, too long a period oftime or too many business activities, then the same shall be deemed to cover only the largest area, the longest timeperiod or the most business activities, as the case may be, which will not render it unenforceable(as determined by the courtor arbitrator, as applicable).     (d) It is expressly recognized and agreed that the covenants set forth in this Section 9are for the purposes of restricting the activities of Employee only to the extent necessary for theprotection of the legitimate business interests of the Company and the other HMC Entities, andCompany and Employee agree that said covenants are reasonable for that purpose.     10. Proprietary Information. Employee acknowledges and agrees that certain non-publicinformation obtained by Employee relating or pertaining to the Company Parties’ businesses,projects, products, services, trade secrets, confidential information (including customer lists,supplier lists, methods of operations and financial information), unpublished know-how (whetherpatented or unpatented) and other business information not easily accessible to other personswhether or not in the trade (collectively, the “Proprietary Information”), are proprietary innature; provided, however, there shall be excluded from the meaning of Proprietary Information anyinformation which is or becomes generally known within the industry through some non-confidentialsource other than Employee. Employee acknowledges that the Proprietary Information shall beconsidered by Employee to be confidential, and Employee covenants and agrees not publish, discloseor reveal (whether directly or indirectly) any part of the Proprietary Information to any entity orperson or use the same for his own purposes or personal gain or the purposes of others, during theterm of this Agreement or after its termination or expiration. Upon termination (voluntary orotherwise) of Employee’s employment with the Company, Employee will return to the Company allthings belonging to the Company, and all documents, records, notebooks and tangible articlescontaining or embodying any Proprietary Information, including copies thereof, then in Employee’spossession or control, whether prepared by Employee or others, will be left with the Company andshall not be retained by Employee (including but not limited to any such information or copiescontained in any computer or electronic, magnetic or other form of media or memory including butnot limited to a hard drive, cd, dvd or diskette).Employee’s Initials  /s/ BW          11. Remedies. Employee acknowledges that Employee’s services are of a special,unique, unusual, extraordinary and intellectual character with regard to the operation, managementand development of the Company’s businesses and that with respect to each and every breach orviolation or threatened breach or violation by Employee of any terms and conditions of thisAgreement by Employee (including but not limited to Sections 7, 8, 9 and 10 above), the Company’sand HMC’s (or other Company Party’s) remedies at law may be inadequate and that the Company and HMC(and/or other Company Party), in addition to all other remedies available to it at law or in equity(including without limitation, specific performance of the provisions hereof), shall be entitled toseek to enjoin the commencement or continuance thereof and may, with notice to Employee, apply toany court of competent jurisdiction for entry of equitable relief, including, without limitation,an immediate restraining order or injunction. Employee further agrees that Sections 7, 8, 9 and10 shall be enforceable by Company and HMC (and/or other Company Party) whether or not there is anyclaim of breach of any other term of this Agreement, and the parties hereto acknowledge and agreethat if any of such provisions of this Agreement were violated or not performed by Employee inaccordance with their specific terms or were otherwise breached, irreparable damage to the Companyand HMC and their subsidiaries and businesses (and/or other Company Party) would occur and it wouldbe extremely impracticable and difficult to measure damages. Accordingly, in addition to any otherrights and remedies to which the parties may be entitled by law or equity, the Company and HMC(and/or other Company Party) shall be entitled to an injunction or injunctions to prevent or cureEmployee’s breaches of the provisions of this agreement and to enforce specifically the terms andprovisions hereof including without limitation Sections 7, 8, 9 and 10 hereof, and Employeeexpressly waives (a) any defense that a remedy in damages will be adequate and (b) any
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requirement, in an action for specific performance, injunction or other relief, for theposting of a bond. The Company and HMC (and/or other Company Party) may pursue any of the remediesdescribed in this Section 11 concurrently or consecutively in any order as to any such breach orviolation, and the pursuit of one of such remedies at any time will not be deemed an election ofremedies or waiver of the right to pursue any of the other of such remedies. In the event that acourt of any jurisdiction holds this Agreement wholly or partially unenforceable because of thebreadth of its scope or otherwise, it is the intention of the Company and the Employee and HMC thatsuch a holding shall not bar or in any way affect the Company’s or HMC’s (and/or other CompanyParty’s) right to relief in the courts of any other jurisdiction within the scope of thisAgreement.Employee’s Initials  /s/ BW     12. Termination.          (a) Death or Disability. In the event Employee dies or becomes “disabled” (as definedbelow) during the Employment Period, the Employee’s employment shall terminate on the date on whichdeath occurs or on which the Employee becomes disabled, and the sole remaining obligations of theCompany under this Agreement shall be to pay to Employee or Employee’s named beneficiary or heirs(1) any unpaid salary amounts due Employee for the period through and until the date of Employee’sdisability or death, (2) any unpaid EBITDA Bonus (earned under Section 3(b) hereof) for any BonusYear ended on or prior to the employment termination date, and (3) the Pro-Rata Bonus (as definedin paragraph (c) below), if any, and (4) in the event of termination of employment due toEmployee’s death within 6 months before the end of the Initial Term or due to his death within 6months before the end of the Extension Term, as the case may be, then payment also of theapplicable Term Bonus for such term, if any, that would have been payable if he had not died and hehad continued his employment through the end of such term, as the case may be (subject in any eventto deduction of the prior Advance Payments in calculating the Term Bonus payable). For purposes ofthis Agreement, Employee shall be considered “disabled” when, as the result of physical or mentalinjury or illness, Employee becomes physically or mentally incapable of fulfilling the duties,responsibilities and obligations of the Employee under this Agreement for a period of ninety (90)or more consecutive days.          (b) Cause. The Company may terminate Employee’s employment and all the Company’s andHMC’s obligations hereunder by written notice to Employee, for “Cause” (as defined below). Forpurposes of this Agreement, “Cause” shall be defined as willful misconduct or intentionalor continual failure to perform stated and material duties after reasonable notice and opportunityto cure any failure or default, a breach of fiduciary duties where such breach is made known toEmployee and Employee is given a reasonable opportunity to remedy or cure the breach; or if: (1)Employee commits any acts of dishonesty, fraud, misrepresentation or moral turpitude; (2) Employeeviolates any of the material policies or terms of the employee handbook previously provided toEmployee which constitutes conduct described in subparagraph (3) or (4) of this Section 12(b); (3)Employee engages in any conduct that may give rise to liability of the Company or HMC underapplicable laws, including but not limited to, laws relating to discrimination and harassment inemployment; or (4) Employee engages in conduct detrimental to the business, reputation, characteror standing of the Company or HMC. The Company shall notify Employee in writing of its intent toterminate Employee’s employment for Cause. The Employee’s termination for Cause shall not beeffective prior to the time when and if a resolution is duly adopted by an affirmative vote of amajority or more of the members of the Board of Directors of the Company stating that, in the goodfaith opinion of such affirming Board members, the Employee’s conduct constitutes Cause (as definedherein) for termination of employment for Cause; provided, however, that the Employee shall havebeen given the opportunity to cure any act or omission that constitutes Cause if capable of cureand, together with counsel, prior to the adoption of the Board’s resolution, shall have been giventhe opportunity to be heard by the Board. In the event the Company terminates employment ofEmployee for Cause (as defined above), or in the event Employee leaves the employment of Company onEmployee’s own initiative, the Company and HMC shall be obligated to: (1) pay Employee any unpaidsalary amounts due Employee for the period through and until the date of termination of Employee’semployment, (2) pay Employee any unpaid EBITDA Bonus (earned under Section 3(b) hereof) for anyBonus Year ended prior
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to the employment termination date, (3) reimburse the Employee for his out-of-pocket businessexpenses incurred on behalf of the Company or HMC for which reimbursement is requested and payablein accordance with HMC’s expense reimbursement policies, and (4) make payment to Employee ifrequired under any employee benefit plans in accordance with their terms; and neither the Companynor HMC shall be obligated to make any further salary, bonus or other payments to Employee(although either the Company or HMC has the right to pay a Tail Payment if applicable under Section9(a)(ii) hereof).          (c) Other. The Company may at any time terminate Employee’s employment for reasonsother than for Cause, in the sole discretion of the Company, by written notice to Employee. In theevent that Employee’s employment is terminated by the Company other than for Cause, death ordisability, the Company shall be obligated to: (1) continue to pay Employee his salary then ineffect for the shorter of (i) the remainder of the Employment Period then in effect and (ii) aperiod of twelve (12) months after the date of termination; except that if the Company EBITDA forthe last Bonus Year ended prior to the termination date is greater than 80% of the applicableEBITDA Budget for such year, then the period of post-termination salary payment under this clause(ii) shall be equal to 50% of the remainder of the Employment Period then in effect (but only ifsuch 50% period is longer than the 12-month period otherwise provided in this clause (ii)), (2) payEmployee any unpaid EBITDA Bonus (earned under Section 3(b) hereof) for any Bonus Year ended on orprior to the employment termination date, (3) pay Employee a pro-rata portion of the bonusdescribed in Section 3(b) hereof (the “Pro-Rata Bonus”) for the Bonus Year in which thetermination of employment occurs (the “Termination Year”), which Pro-Rata Bonus shall becalculated and paid as provided below, (4) pay Employee the Term Bonus in respect of suchtermination, as determined and payable as provided in Section 3(c)(ii) hereof, and the SupplementalBonus (if any) as determined and payable as provided in Section 3(c)(iv) hereof, (5) reimburse theEmployee for his out-of-pocket business expenses incurred on behalf of the Company or HMC for whichreimbursement is requested and payable in accordance with HMC’s expense reimbursement policies, and(6) make payment to Employee if required under any employee benefit plans in accordance with theirterms; and neither the Company nor HMC shall be obligated to make any further salary, bonus orother payments to Employee.The Pro-Rata Bonus shall be calculated and paid as provided under Section 3(b) but in accordancewith the following adjustments. The “Company EBITDA” for purposes of applying the formula tocalculate the EBITDA Bonus in Section 3(b) shall be equal to the product of (A) the Company EBITDA,as calculated for the period from January 1 of the Termination Year through the date of terminationof Employee’s employment, multiplied by (B) a fraction, the numerator of which is 365, and thedenominator of which is the number of days from and including January 1st of theTermination Year through the date of termination (the “Employment Days”); and the resulting EBITDABonus shall be multiplied by the following fraction to calculate the Pro-Rata Bonus: a fraction,the numerator of which is the number of Employment Days and the denominator of which is 365 days.For example, if the termination date was September 30 of the Termination Year, then the EmploymentDays would be 273; and if the Company EBITDA for the period through September 30 of the TerminationYear was $2,750,000, and if the applicable EBITDA Budget for the Termination Year was $3,000,000,then the Pro-Rata Bonus in such case would be $161,068 [this $161,068 result is computed bymultiplying the $2,750,000 Company EBITDA through September 30 by the fraction 365/273, resultingin “Company EBITDA” of $3,676,740 for purposes of applying the bonus formula in Section 3(b), whichresults in a bonus number equal to the sum of (i) $50,000, plus (ii) (0.20 x ($3,626,740 -$3,000,000)), which calculation results in an EBITDA Bonus of $175,348 (or the applicable BonusCap, if smaller) that is then multiplied by the fraction 273/365 resulting in a Pro-Rata Bonus of$131,150 (or less, if the Bonus Cap applied) in this assumed case.]          (d) Payment of Bonuses. This is to clarify that any EBITDA Bonus or Pro-Rata Bonusrequired to be paid under the foregoing paragraphs of this Section 12, are payable in cash orregistered shares of HMC’s common stock, or partially in cash and partially in registered stock, asdetermined by HMC in its sole discretion. If HMC elects to pay any portion of such a bonus inshares of stock, HMC shall issue and deliver to the Employee (or to the applicable payee in thecase of Section 12(a) above), on or within 10 days after the
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applicable payment date (the “Issue Date”) for such payment, such number of shares of common stockof HMC (or its successor) equal to the quotient of (i) the dollar amount of the bonus to be paid instock (the “Stock Payment Amount”), divided by (ii) the “Fair Market Value” (as defined in thisAgreement above) per share of such common stock as of such Issue Date. Any such stock issuances aresubject to withholding if applicable as provided under Section 3(g) hereof. The Employee shallcomply, in connection with any sales of such shares, with any request by HMC of the Employee tocoordinate such sales with or through one or more market makers or other registered broker/dealersdesignated by HMC.     13. General.          (a) Notices. All notices, requests, consents and other communications, required orpermitted to be given hereunder, shall be in writing and shall be deemed to have been duly givenwhen personally delivered or sent by registered or certified mail, return receipt requested, orwhen sent by overnight delivery service with obtained signature for delivery, or by facsimile uponconfirmation of successful transmission of the facsimile (if hard copy is sent by one of theforegoing methods).   if to Employee at: 390 West Mountain Road,  Ridgefield, CT 06877  Attention: Brett West  Telecopier No.: (203) 438-0043   and if to Company at: Showtimes.com, Inc.  2255 Glades Road  Suite 221A  Boca Raton, FL 33431  Attention: Mitchell Rubenstein, Co-Chief Executive Officer  Telecopier No.: (561) 998-2974     with a copy to:  Showtimes.com, Inc.  2255 Glades Road  Suite 221A  Boca Raton, FL 33431  Attention: Brian Walsh, Associate General Counsel   and if to HMC at: Hollywood Media Corp.  2255 Glades Road  Suite 221A  Boca Raton, FL 33431  Attention: Mitchell Rubenstein, Chief Executive Officer  Telecopier No.: (561) 998-2974     with a copy to:  Hollywood Media Corp.  2255 Glades Road  Suite 221A  Boca Raton, FL 33431  Attention: Brian Walsh, Associate General Counsel          (b) Assignment; Etc. This Agreement shall inure to the benefit of, and shall bebinding upon, the Company and its successors and assigns, including any person or entity with whichthe Company may merge, consolidate, or transfer more than 50% of its assets (including assignmentof this Agreement). Insofar
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as the Employee is concerned, this Agreement, being personal, cannot be assigned by Employee, andEmployee shall not assign or delegate any rights or obligations hereunder and any attempted orpurported assignment or delegation shall be void.     Continuation of Agreement in a Sale, Optional 6-month term. Nothing in this Agreementshall preclude or impair the Company from (a) consolidating or merging into or with another entity,or (b) transferring all or any substantial portion of its assets (which may include this Agreement)to another person or entity which assumes this Agreement and the obligations of the Companyhereunder in writing. Upon such consolidation, merger, or transfer of assets and assumption, theterm “the Company” as used herein, shall mean such surviving or consolidated entity or suchassignee, as the case may be, and this Agreement shall continue in full force and effect, exceptthat (i) upon and following any such event (a “Change Transaction”), or in the event that a personor entity not previously affiliated with the Company or HMC acquires more than 50% of the Company’scapital stock (or more than 50% of the voting power of such capital stock) (also referred to as a“Change Transaction”), HMC shall have no obligations under this Agreement (it being agreed,however, that HMC and other HMC Entities shall continue to be protected from Employee’s competingactivities under Section 9 hereof during the Term and subsequent Tail Period), (ii) upon andfollowing such assignment and assumption of this Agreement in the case of asset transfer, the partywhich is the “Company” hereunder as of the time immediately prior to the closing of suchtransaction (the “Prior Company”) shall have no obligations under this Agreement other than thepayment of salary through the period ending on the date of closing of the asset transfer, andpayment of the Sale Bonus if one is due in respect of such transaction (and the assignee (the “NewCompany”) will not be obligated to pay such Sale Bonus unless the New Company also expresslyassumes the obligation to pay such Sale Bonus, in which event the New Company but not the PriorCompany shall be obligated to pay the Sale Bonus), and (iii) the entity which is the “Company”hereunder as of the time immediately preceding a Change Transaction shall have the right todesignate and change in its discretion the last day of the Term of this Agreement to a specifieddate (the “Ending Date”) not more than 180 days following the date of closing of the ChangeTransaction, by giving written notice of the Ending Date to the Employee not less than 15 daysprior to the closing of the Change Transaction, and if such notice is given the Employment Periodwill continue until and will expire on the Ending Date (and the Employee’s salary during suchperiod will stay at the same rate as in effect at the time of the closing of the ChangeTransaction).     Termination of Agreement in a Sale, at Company’s Option. Notwithstanding anything tothe contrary in this Agreement, in the event of the closing of a transaction (a “SaleTransaction”) in which the Company or its business is acquired by a person or entity notpreviously affiliated with the Company or HMC, including any transaction in which: (1) the Companyis merged or consolidated with another entity, (2) 50% or more of the Company’s assets arepurchased, or (3) more than 50% of the Company’s capital stock (or more than 50% of the votingpower of such capital stock) is acquired, then the entity which is the “Company” hereunder as ofthe time immediately preceding the Sale Transaction shall have the right to terminate thisAgreement effective as of the time immediately preceding the closing of the Sale Transaction, bygiving written notice to the Employee not less than 15 days prior to the closing of the SaleTransaction (but such termination shall be effective only if the closing occurs). If such noticeis given and the closing of the Sale Transaction and such termination of this Agreement occurs,then such termination shall constitute a termination without “Cause” to which Section 12(c) applies(and the Employee shall accordingly receive the amounts payable under Section 12(c)) except that ifsuch transaction constitutes a “Company Sale” under Section 3(c)(i) hereof then (x) the Employeeshall be paid the Sale Bonus if one is due in respect of such transaction, and (y) the Term Bonusshall not be payable in respect of such transaction or termination notwithstanding Section 12(c) orany provision hereof to the contrary.     Nothing in this Agreement nor the existence hereof shall restrict or prohibit (i) the abilityof the Company to sell, assign, mortgage, pledge or hypothecate any of its assets, nor (ii) theability of any holder (other than the Employee, as provided herein) of the Company’s capital stockor other securities or debt to sell, assign, mortgage, pledge or hypothecate any of such rights orassets.
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          (c) Governing Law; Venue; Service. This Agreement shall be governed and construed inaccordance with the laws of the State of Florida without regard to the principles or policies ofconflicts of laws of such state. Any claim or controversy arising out of or relating to thisAgreement or a breach hereof shall, upon the request of any party involved, be submitted to andsettled by arbitration in the County of Palm Beach, Florida, as further provided in paragraph (g)below. The decision made pursuant to such arbitration shall be binding and conclusive on allparties involved; and a judgment upon such decision may be entered in the highest court of anystate or federal forum having jurisdiction, and the parties agree to be subject to the jurisdictionof the respective federal and state courts located in Palm Beach County, Florida, and that serviceof process on any party may be accomplished by notice as provided in Section 13(a) above.Notwithstanding the foregoing provisions of this paragraph (c) or the provisions of paragraph (g)below, the request by either party for specific performance or preliminary or permanent injunctiverelief to enforce this Agreement, whether prohibitive or mandatory, shall not be subject tomandatory arbitration under this Agreement and may be adjudicated only by the courts of the Stateof Florida or the U.S. District Court in Florida which are located in Palm Beach County, Florida,and all parties hereby consent to the personal jurisdiction of such court.          (d) Captions. The section headings contained herein are for reference purposes onlyand shall not in any way affect the meaning or interpretation of this Agreement.          (e) Entire Agreement. This Agreement contains the entire agreement between theparties hereto and supersedes all prior agreements and understandings, oral or written, between theparties hereto with respect to the subject matter hereof.          (f) Amendment. This Agreement may not be amended or modified other than by writteninstrument executed by all of the parties hereto, or in the case of waiver, by the party waivingcompliance.          (g) Arbitration. Except for claims for specific performance or preliminary orpermanent injunctive relief which are required to be heard by a court as provided in paragraph (c)above, all parties including the Employee and the Company and HMC agree that any and all disputesand claims arising out of or related to Employee’s employment by the Company or the terminationthereof or otherwise under this Agreement, shall be submitted to binding arbitration in Palm BeachCounty, Florida pursuant to the then-existing model employment dispute rules of the AmericanArbitration Association (“Rules”), before three (3) arbitrators to be selected pursuant to thethen-existing Rules. Employee hereby acknowledges, understands and agrees that, in agreeing tosubmit such disputes and/or claims to arbitration, both Employee and Company and HMC each give upthe right to have the dispute(s) or claims(s) heard in a court of law by a judge or jury. However,nothing herein shall in any way limit either Employee’s or Company’s or HMC’s statutory rightsand/or remedies, all of which are reserved and may be alleged in the arbitration process, andnothing herein shall in any way limit Company’s or HMC’s rights under Section 11 hereof. By signingthis Agreement, Employee understands that Employee may not have a jury decide any dispute or claimrequired to be submitted to arbitration hereunder, but that any such dispute or claim shall bedecided only by the arbitrators. The arbitrators shall issue a written decision, including thearbitrators’ written findings and conclusions upon which any award is based. Each party shall bearits own costs and expenses and an equal share of the arbitrators’ and administrative fees ofarbitration. Any arbitration award made hereunder may be docketed for enforcement in any court ofcompetent jurisdiction as provided in paragraph (c) above.          (h) Waiver. The failure of any party at any time or times to require performance ofany provision hereof shall in no manner affect the right at a later time to enforce the same. Nowaiver by any party of the breach of any term or covenant contained in this Agreement, whether byconduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, afurther or continuing waiver of any such breach, or waiver of the breach of any other term orcovenant contained in this Agreement.          (i) Agents for Company for this Agreement. The parties agree that Brett West (theEmployee) shall not and is not permitted to take any action or make any decision for or on behalfor in the name
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of the Company and/or HMC or any other HMC Entity with respect to the Company’s or any othersuch entity’s exercise of its rights under or with respect to this Agreement.          (j) Severability. Invalidity or unenforceability of any provision of this Agreementshall in no way affect the validity or enforceability of any other provisions.          (k) SEC Filing. Employee acknowledges that HMC may file this Agreement as part of itsfiling requirements with the U.S. Securities and Exchange Commission and Employee consents to suchfiling as determined and made by HMC in its sole discretion.          (l) Confidentiality of this Agreement. Employee agrees to hold in strict confidence,and not to disclose, discuss, communicate or reveal the existence and/or terms of this Agreement orthe rights or obligations arising hereunder, to any person or entity (including any and allemployees and personnel of HMC and/or its subsidiaries and affiliates, other than HMC’s CEO orPresident or attorneys employed by HMC’s legal department), other than to Employee’s spouse,advisors, accountants and lawyers who also agree to hold the existence of this Agreement and theterms hereof in confidence, without the clear and express prior written consent of HMC.          (m) Counterparts. This Agreement may be executed in any number of counterparts, eachof which shall be enforceable against the parties actually executing such counterparts, and all ofwhich together shall constitute one instrument.     14. Survival After Termination of Employment. The provisions of Sections 3, 7, 8, 9,10, 11, 12, 13 and this Section 14 shall survive any termination of the Employee’s employment underthis Agreement for any reason, whether by the Company, HMC or the Employee.     IN WITNESS WHEREOF, the parties have executed this Employment Agreement as of the date firstwritten above.   **COMPANY:** **EMPLOYEE:**   Showtimes.com, Inc.     By: /s/ Laurie S. Silvers /s/ Brett West   Name: Laurie S. Silvers Brett WestTitle: Co-Chief Executive Officer     **HMC:**     Hollywood Media Corp.     By: /s/ Scott Gomez   Name: Scott Gomez  Name:Scott Gomez