Management Group, Inc.
1100 Glendon Avenue
Los Angeles, California 90024
Facsimile:
(310) 209-3139
Attention:
Chief Financial Officer
With a copy to:
Ticketmaster Entertainment, Inc.
8800 West Sunset Boulevard
West Hollywood, CA 90069
Facsimile:
(310) 386-1244
Attention:
General Counsel
14
If to Executive:
To the most recent address of Executive set forth in the personnel records of
the Company.
I.
CONFLICTS OF INTEREST.
IN LIGHT OF THE FACT
THAT AFFILIATES AND/OR STOCKHOLDERS OF THE COMPANY FREQUENTLY ENTER INTO
AGREEMENTS WITH RECORDING ARTISTS, SONGWRITERS AND OTHERS WHO COULD POTENTIALLY
BE REPRESENTED BY THE COMPANY, EACH PARTY TO THIS AGREEMENT ACKNOWLEDGES THAT IT
IS THE INTENT OF THE PARTIES THAT, IN ANY SITUATION IN WHICH THE INTERESTS OF
THE COMPANY AND/OR ANY OF ITS ARTISTS ARE OR MAY BE ADVERSE TO THE INTERESTS OF
SUCH AFFILIATES AND/OR STOCKHOLDERS, EXECUTIVE IS TO ACT SOLELY IN THE INTERESTS
OF THE COMPANY AND ITS ARTISTS, AND THAT EXECUTIVE HAS NO DUTY WHATSOEVER TO ACT
IN THE INTERESTS OF ANY SUCH AFFILIATES AND/OR STOCKHOLDERS (EXCEPT FOR THE
COMPANY).
EXECUTIVE FURTHER AGREES TO WORK WITH THE COMPANY TO ESTABLISH AND
MAINTAIN SUCH PROCEDURES AS ARE NECESSARY TO MITIGATE ANY CONFLICT OF INTEREST.
J.
EXECUTIVE REPRESENTATION.
EXECUTIVE HEREBY
REPRESENTS TO THE COMPANY THAT THE EXECUTION AND DELIVERY OF THIS AGREEMENT BY
EXECUTIVE AND THE COMPANY AND THE PERFORMANCE BY EXECUTIVE OF EXECUTIVE'S DUTIES
HEREUNDER SHALL NOT CONSTITUTE A BREACH OF, OR OTHERWISE CONTRAVENE, THE TERMS
OF ANY EMPLOYMENT AGREEMENT OR OTHER AGREEMENT OR POLICY TO WHICH EXECUTIVE IS A
PARTY OR OTHERWISE BOUND.
K.
PRIOR AGREEMENTS.
THIS AGREEMENT SUPERSEDES ALL
PRIOR AGREEMENTS AND UNDERSTANDINGS (INCLUDING VERBAL AGREEMENTS) BETWEEN
EXECUTIVE AND THE COMPANY AND/OR ITS SUBSIDIARIES AND/OR AFFILIATES REGARDING
THE TERMS AND CONDITIONS OF EXECUTIVE'S EMPLOYMENT WITH THE COMPANY.
L.
COOPERATION.
EXECUTIVE SHALL PROVIDE
EXECUTIVE'S REASONABLE COOPERATION IN CONNECTION WITH ANY ACTION OR PROCEEDING
(OR ANY APPEAL FROM ANY ACTION OR PROCEEDING) THAT RELATES TO EVENTS OCCURRING
DURING EXECUTIVE'S EMPLOYMENT HEREUNDER.
THIS PROVISION SHALL SURVIVE ANY
TERMINATION OF THIS AGREEMENT.
M.
WITHHOLDING TAXES.
THE COMPANY MAY WITHHOLD FROM
ANY AMOUNTS PAYABLE UNDER THIS AGREEMENT SUCH FEDERAL, STATE AND LOCAL TAXES AS
MAY BE REQUIRED TO BE WITHHELD PURSUANT TO ANY APPLICABLE LAW OR REGULATION.
N.
COUNTERPARTS.
THIS AGREEMENT SHALL BE EXECUTED
USING SEPARATE SIGNATURE PAGES FOR EACH SIGNATORY, AND MAY BE SIGNED IN
COUNTERPARTS, EACH OF WHICH SHALL BE AN ORIGINAL, WITH THE SAME EFFECT AS IF THE
SIGNATURES THERETO AND HERETO WERE UPON THE SAME INSTRUMENT.
[signature pages to follow]
15
IN WITNESS WHEREOF, Front Line Management Group, Inc, has duly executed this
Agreement as of the day and year first above written.
FRONT LINE MANAGEMENT GROUP, INC.
/s/ Colin Hodgson
By: Colin Hodgson
Title: Chief Financial Officer
[SIGNATURE PAGE TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT]
IN WITNESS WHEREOF, Executive has duly executed this Agreement as of the day and
year first above written.
/s/ Irving Azoff
IRVING AZOFF
[SIGNATURE PAGE TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT]