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EXHIBIT 10.55
October 29, 1997
Xxxxx Xxxxxx Xxxxxxx
0000 Xxxxx
Xxx Xxxxxxx, XX 00000
RE: RESIGNATION; MUTUAL RELEASE
Dear Xxxxx:
Reference is made to that certain Employment Agreement (the "Employment
Agreement") dated as of October 18, 1996, by and between you and Ticketmaster
Group, Inc. (the "Company"). This letter sets forth details of our understanding
and mutual agreement concerning the termination of your Employment Agreement
with the Company.
1. SEVERANCE. Upon your execution of a copy of this letter, we will
continue to pay you your Base Salary and minimal annual performance bonus for
the Second Contract Year (as defined in your Employment Agreement) at such times
as are provided in Sections 6(a) and (b) of the Employment Agreement. Effective
as of your resignation date, all benefits previously provided to you in
connection with your employment with us shall cease commencing as of the date
hereof; provided, however, we will pay for COBRA, should you elect the same, for
a period equal to the shorter of (a) the time at which you are covered by an
employee medical plan of another entity or (b) thirty (30) days. The vested
portion of your stock Options (as defined in your Non-Qualified Stock Option
Agreement) is 12,500 shares. Your right to exercise the vested portion of your
Options (subject to your Option Agreement and law) shall cease and terminate in
full on April 30, 1998. You and we further agree that upon your execution of a
copy of this letter, the Employment Agreement shall be declared terminated,
null, and void, and shall be of no further force or effect, except that Section
10 (Confidentiality) and Section 11(1) (Attorney's Fees), shall all remain in
full force and effect.
2. MUTUAL RELEASE. In consideration of the foregoing terms, you and we
hereby waive, release and forever discharge each other from any and all claims,
obligations and liabilities which either of us may have had, may now have or may
in the future have against each other resulting from, arising out of or in
connection with any event, act, omission or circumstance occurring or prevailing
up and to and including October __, 1997. You and we hereby waive, release and
forever discharge each other, from any claim of any kind, whether known or
unknown, suspected or unsuspected, arising out of or in any way related to your
employment with Ticketmaster, and/or severance of such employment from
Ticketmaster including, but not limited to, any claims based on lost wages, lost
benefits, and/or any allegations of discrimination under Title VII of the Civil
Rights Act of 1964, as amended, 42 U.S.C. Section 2000e, et seq., the Age
Discrimination in Employment Act, as amended by the Older Workers Benefit
Protective Act of 1990, 29 U.S.C. Section 621, et seq., the Americans with
Disabilities Act, 42 U.S.C. Section 12101, et seq., any and all other state
discrimination statues, any contract, tort, wage and hour law, and/or any
federal, state or local fair employment practice of civil rights law, ordinance
or executive order, or any other wrongdoing or improper conduct whatsoever,
including but not limited to, any claims for violation of any state or federal
law or regulations, or for breach of contract breach of the implied covenant of
good faith and fair dealing, wrongful discharge, misrepresentation, defamation,
fraud, fraudulent inducement, or emotional distress, and any and all other
claims or torts
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whatsoever, all to the fullest extent permitted by law. However, nothing herein
shall release or waive any claims that you may have, if any, to any benefits
that you are entitled to pursuant to Ticketmaster's 401-K Plan or to any rights
you may have to indemnification from the Company for any of your acts on behalf
of the Company during your employment solely to the extent the same may
exist under applicable law.
3. RELEASE OF AGE DISCRIMINATION CLAIMS. This Agreement as it
relates to a release of age discrimination claims is revocable by you for a
period of seven (7) calendar days following your execution of this agreement.
The revocation must be in writing, must specifically revoke this agreement, and
must be directed to Xxx Xxxxxxxxx, at facsimile number (000) 000-0000.
4. RELEASE OF KNOWN AND UNKNOWN CLAIMS. In executing this
agreement, you and we waive and relinquish all rights and benefits afforded by
California Civil Code Section 1542 and do so understanding and acknowledging the
significance and consequences of the specific waiver of Section 1542. Section
1542 states as follows:
"A general release does not extend to claims which the creditor
does not know or suspect to exist in his favor at the time of
executing the release, which if known by him must have materially
affected his settlement with the debtor."
Thus, notwithstanding the provisions of Section 1542, you and we
expressly acknowledge that paragraph 2, above, is also intended to include in
its effect, without limitation, all such claims which you or we do not know or
suspect to exist at the time of the execution of this agreement, and that this
agreement contemplates the extinguishment of those claims. You and we
acknowledge and agree that either of us may later discover facts different from
or in addition to those you or we now know or believe to be true in entering
into this agreement. You and we agree to assume the risk of the possible
discovery of additional or different facts, including facts which may have been
concealed or hidden, and agree that this agreement shall remain effective
regardless of such additional or different facts.
Upon our receipt of a signed copy of this letter agreement, we will
forward to you under separate cover such information as is required by law
pertaining to Continuation of Group Health Plan Coverage (COBRA) and California
Unemployment Insurance.
If the foregoing meets with your approval, please indicate your
acceptance by executing an original of this letter agreement and returning it to
us.
Very truly yours,
TICKETMASTER GROUP, INC.
By:
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Xxx X. Xxxxxxxxx
Acknowledged and Agreed to By:
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Xxxxx Xxxxxx Xxxxxxx
