Employment Agreement

Exhibit 10.2

EXECUTION COPY

Employment Agreement

     Set forth below are the terms of a legally binding Employment Agreement (“Agreement”), dated October 22, 2008, by and among Xxxxxx Xxxxx (“Executive”), Ticketmaster (“Ticketmaster”), and, solely for purposes of the sections of the Agreement entitled “FLMG Equity Cancellation; Ticketmaster Equity Grant” and “Miscellaneous,” the Azoff Family Trust of 1997, dated May 27, 1997, as amended (the “Azoff Family Trust”).

Term		Description
Position		●		During the Term (as defined below), Executive shall be Chief
				Executive Officer of Ticketmaster, reporting to the Chairman of the
				Board and the Board of Directors of Ticketmaster (“Board”).
		●		Ticketmaster shall cause Executive to be elected to the Board as
				soon as practicable following the Effective Date. Thereafter, during
				the Term, so long as Executive remains Chief Executive Officer of
				Ticketmaster, Executive shall be nominated by Ticketmaster to
				remain on the Board, subject to the immediately succeeding
				sentence. In the event Executive’s employment ends at any time
				and for any reason, Executive agrees that, in the absence of an
				agreement with the Board to the contrary, Executive will resign his
				position as director simultaneously with the termination of his
				employment.
		●		During the Term, Executive agrees to devote substantially all of
				Executive’s working time, attention and efforts to Ticketmaster
				and, for so long as Executive is employed by Front Line
				Management Group, Inc. (“FLMG”), to FLMG.
		●		Executive agrees that during the Term he shall perform his duties
				conscientiously and faithfully subject to the lawful directions of the
				Board and the Chairman of the Board, and in accordance with each
				of Ticketmaster’s corporate governance and ethics guidelines,
				conflict of interests policies, and codes of conduct.
		●		During the Term, Executive’s principal place of employment shall
				be FLMG’s headquarters currently located in Westwood, California
				or in any new headquarters for FLMG located in Beverly Hills,
				California or West Los Angeles, California.
		●		During the Term, the person who served as the Chief Executive
				Officer of Ticketmaster immediately prior to the date of this
				Agreement will report to Executive for so long as such individual
				remains an employee of Ticketmaster or any of its subsidiaries.
Effective Date		Unless Ticketmaster and Executive otherwise mutually agree, “Effective
		Date” shall mean the date of consummation of the transactions
		contemplated by the Stock Purchase Agreement, dated as of October 22,
		2008, by and among FLMG Holdings Corp., MM Investment Inc., and WMG
		Church Street Limited.

Term		Description
Term		“Term” shall mean the period from the Effective Date through May 11,
		2014, unless Executive’s employment with Ticketmaster terminates prior
		to May 11, 2014 in accordance with the terms of this Agreement, in which
		case “Term” shall mean the period from the Effective Date through the
		date of termination of Executive’s employment in accordance with the
		terms of this Agreement. Ticketmaster may terminate Executive’s
		employment with Ticketmaster at any time with or without Cause (as
		defined in Exhibit A to this Agreement) or upon Executive’s Disability (as
		defined in Exhibit A to this Agreement). Executive may terminate
		Executive’s employment with Ticketmaster at any time with or without
		Good Reason (as defined in Exhibit A to this Agreement). Executive’s
		employment with Ticketmaster shall terminate immediately upon
		Executive’s death.
FLMG		The Employment Agreement, dated as of May 11, 2007, by and between
Employment		FLMG and Executive (as amended from time to time, the “FLMG
Agreement		Employment Agreement”) shall remain in effect unless and until
		terminated in accordance with the terms of the FLMG Employment
		Agreement.
FLMG Base		Executive will continue to receive base salary and annual bonuses under
Salary and		the FLMG Employment Agreement, subject to, and in accordance with, its
Annual		terms.
Bonuses
Ticketmaster		During the Term, Executive shall be eligible to receive discretionary
Discretionary		annual bonuses from Ticketmaster, with such annual bonuses, if any, to
Bonus		be paid after January 1 and not later than March 15 of the calendar year
		immediately following the calendar year with respect to which such annual
		bonus relates.
FLMG Equity		●		Subject to, and simultaneously with, the grant described in the
Cancellation;				immediately succeeding bullet, on the Effective Date, Executive
Ticketmaster				and the Azoff Family Trust shall forfeit 25,918.276 shares of
Equity Grant				restricted common stock, $0.01 par value per share, of FLMG
				(“FLMG Common Stock”).
		●		Subject to, and simultaneously with, the forfeiture of the FLMG
				Common Stock described in the immediately preceding bullet, on
				the Effective Date, at Executive’s direction, Ticketmaster shall
				grant to Executive and Xxxxxxxx Xxxxx, as Co-Trustees of the Azoff
				Family Trust (1) 1,750,000 shares of restricted series A convertible
				preferred stock, $0.01 par value per share, of Ticketmaster
				(“Ticketmaster Series A Preferred Stock”) having a face value
				of $20/share ($35 million in the aggregate) and a 3% annual paid
				in kind dividend, and (2) 1,000,000 shares of restricted common
				stock, $0.01 par value per share, of Ticketmaster (“Ticketmaster
				Common Stock”). The Ticketmaster Series A Preferred Stock shall
				have such other terms as set forth in the certificate of designations
				of the Ticketmaster Series A Preferred Stock, which certificate of

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Term		Description
				designations shall be substantially in the form attached to this
				Agreement as Exhibit E. For purposes of this Agreement,
				references to the Ticketmaster Series A Preferred Stock shall
				include the paid in kind dividends thereon.
		●		Ticketmaster shall have the right at any time to issue preferred
				stock senior in preference to the Ticketmaster Series A Preferred
				Stock.
		●		Neither Executive nor the Azoff Family Trust shall transfer, sell,
				assign, exchange, pledge, encumber or otherwise dispose of (each,
				a “Transfer”) (1) any shares of the Ticketmaster Series A
				Preferred Stock (whether or not restricted), (2) any shares of
				restricted Ticketmaster Common Stock issued upon the conversion
				of the Ticketmaster Series A Preferred Stock or (3) any of the
				1,000,000 shares of restricted Ticketmaster Common Stock issued
				pursuant to this Agreement; provided, however, that (x) after the
				Ticketmaster Series A Preferred Stock has vested in accordance
				with the terms hereof, Executive or the Azoff Family Trust may
				pledge the Ticketmaster Series A Preferred Stock as collateral for a
				loan from a bona fide financial institution incurred to fund the
				payment of taxes due to the vesting of the restricted Ticketmaster
				Series A Preferred Stock and (y) the restriction on Transfers shall
				not apply to Ticketmaster Common Stock that has vested in
				accordance with the terms of this Agreement.
		●		The Ticketmaster Series A Preferred Stock issued pursuant to this
				Agreement shall be mandatorily redeemable by Ticketmaster at its
				liquidation preference on the fifth anniversary of the Effective Date
				(if not earlier converted or forfeited). Except as otherwise provided
				in this Agreement, the Ticketmaster Series A Preferred Stock
				issued pursuant to this Agreement and any shares of restricted
				Ticketmaster Common Stock issued upon conversion of the
				Ticketmaster Series A Preferred Stock issued pursuant to this
				Agreement xxxx xxxxx vest on the five-year anniversary of the
				Effective Date, subject to Executive’s continued employment with
				FLMG or Ticketmaster as a senior executive officer through such
				five-year anniversary. Redemption payments with respect to the
				Ticketmaster Series A Preferred Stock issued pursuant to this
				Agreement will be made by Ticketmaster in cash.
		●		Except as otherwise provided in this Agreement, the 1,000,000
				shares of restricted Ticketmaster Common Stock issued pursuant
				to this Agreement xxxx xxxxx vest on the five-year anniversary of the
				Effective Date, subject to Executive’s continued employment with
				FLMG or Ticketmaster as a senior executive officer through such
				five-year anniversary.
		●		Shares of restricted Ticketmaster Common Stock and restricted
				Ticketmaster Series A Preferred Stock issued pursuant to this
				Agreement shall be evidenced in book-entry registration or

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Term		Description
				issuance of one or more stock certificates. Any certificate issued in
				respect of such shares shall be registered in the name of the holder
				and shall bear the following legend: “The transferability of this
				certificate and the shares of stock represented hereby are subject
				to the terms and conditions (including forfeiture) of the
				Employment Agreement (the “Agreement”), dated October 22,
				2008, by and among Xxxxxx Xxxxx, Ticketmaster, and, solely for
				purposes of the sections of the Agreement entitled “FLMG Equity
				Cancellation; Ticketmaster Equity Grant” and “Miscellaneous,” the
				Azoff Family Trust of 1997, dated May 27, 1997, as amended.
				Copies of the Agreement are on file at the office of Ticketmaster,
				0000 Xxxxxx Xxxx., Xxxx Xxxxxxxxx, XX 00000.” Ticketmaster may
				require that the certificates evidencing such shares be held in
				custody by Ticketmaster until the restrictions thereon shall have
				lapsed at which time such legend shall be removed.
		●		At Executive’s election, the Ticketmaster Series A Preferred Stock
				issued pursuant to this Agreement will be convertible at any time
				prior to redemption into shares of restricted Ticketmaster Common
				Stock based on a conversion price of $20/share of Ticketmaster
				Common Stock (subject to adjustment in accordance with the
				terms of the certificate of designations), and such shares of
				restricted Ticketmaster Common Stock shall vest on the date the
				Ticketmaster Series A Preferred Stock issued pursuant to this
				Agreement otherwise would have vested hereunder, subject to
				Executive’s continued employment with FLMG or Ticketmaster as a
				senior executive officer through the applicable vesting date.
		●		Executive shall have customary registration rights, such as demand
				rights, piggyback rights and S-3 registration rights, for shares of
				Ticketmaster Common Stock acquired upon conversion of the
				Ticketmaster Series A Preferred Stock issued pursuant to this
				Agreement and for the 1,000,000 shares of restricted Ticketmaster
				Common Stock issued pursuant to this Agreement.
		●		(1) the 1,000,000 shares of restricted Ticketmaster Common Stock
				issued pursuant to this Agreement, (2) the Ticketmaster Series A
				Preferred Stock issued pursuant to this Agreement and (3) any
				shares of restricted Ticketmaster Common Stock issued upon
				conversion of the Ticketmaster Series A Preferred Stock issued
				pursuant to this Agreement will become 100% vested upon a
				termination of Executive’s employment with both of FLMG and
				Ticketmaster without Cause or for Good Reason or due to death or
				Disability. For purposes of this provision, (x) with respect to a
				termination of employment with FLMG, “Cause,” “Good Reason”
				and “Disability” shall have the meanings set forth in the FLMG
				Employment Agreement, except that clause (G) of the definition of
				“Good Reason” shall not apply and (y) with respect to a
				termination of employment with Ticketmaster, “Cause” “Good
				Reason” and “Disability” shall have the meanings set forth in

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Term		Description
				Exhibit A to this Agreement.
		●		If (1) all of the outstanding shares of Ticketmaster Common Stock
				are converted into cash, and (2) (x) shares of Ticketmaster Series
				A Preferred Stock issued pursuant to this Agreement, (y) the
				shares of restricted Ticketmaster Common Stock issued upon
				conversion of the Ticketmaster Series A Preferred Stock issued
				pursuant to this Agreement, or (z) the shares of restricted
				Ticketmaster Common Stock issued pursuant to this Agreement
				remain outstanding, Ticketmaster will cause to be placed in trust or
				escrow for the benefit of the holder of (i) the Ticketmaster Series A
				Preferred Stock issued pursuant to this Agreement, (ii) the shares
				of restricted Ticketmaster Common Stock issued upon conversion
				of the Ticketmaster Series A Preferred Stock issued pursuant to
				this Agreement or (iii) the shares of restricted Ticketmaster
				Common Stock issued pursuant to this Agreement, an amount in
				cash or government securities adequate to make payment to such
				holder when due in accordance with the terms and subject to the
				conditions of this Agreement.
		●		Upon any termination of Executive’s employment with both FLMG
				and Ticketmaster for Cause or by Executive without Good Reason,
				Executive shall forfeit (1) the Ticketmaster Series A Preferred
				Stock issued pursuant to this Agreement, (2) any shares of
				restricted Ticketmaster Common Stock issued upon conversion of
				the Ticketmaster Series A Preferred Stock issued pursuant to this
				Agreement and (3) the 1,000,000 shares of restricted Ticketmaster
				Common Stock issued pursuant to this Agreement. For purposes of
				this provision, (x) with respect to a termination of employment
				with FLMG, “Cause,” and “Good Reason” shall have the meanings
				set forth in the FLMG Employment Agreement, except that clause
				(G) of the definition of “Good Reason” shall not apply and (y) with
				respect to a termination of employment with Ticketmaster, “Cause”
				and “Good Reason” shall have the meanings set forth in Exhibit A
				to this Agreement.
		●		The Ticketmaster Series A Preferred Stock shall vote on an as
				converted basis with the Ticketmaster Common Stock. The terms
				of the Ticketmaster Series A Preferred Stock will provide for
				customary equitable adjustments for recapitalizations, stock splits,
				stock dividends or other similar transactions. Ticketmaster will not
				amend the terms of the Ticketmaster Series A Preferred Stock in a
				manner adverse to the holder of such stock without such holder’s
				prior written consent.
		●		Executive has directed Ticketmaster to transfer or deliver to the
				Azoff Family Trust the shares of restricted Ticketmaster Series A
				Preferred Stock and restricted Ticketmaster Common Stock issued
				pursuant to this Agreement.

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Term		Description
Option Grant		On the Effective Date, Ticketmaster shall grant to Executive an option (the
		“Stock Option”) to purchase 2,000,000 shares of Ticketmaster Common
		Stock. Executive shall have the right to exercise the Stock Option, to the
		extent vested, on a net basis pursuant to Section 5(g)(iii) of the
		Ticketmaster 2008 Stock and Annual Incentive Plan. The Stock Option
		shall have a per share exercise price of $20 and a ten-year term. Except
		as otherwise provided below, the Stock Option will be subject to the terms
		set forth in the Ticketmaster 2008 Stock and Annual Incentive Plan.
Standard		Except as otherwise provided in this Agreement, the Stock Option shall
Vesting		vest in equal annual installments over 4 years (25%/year commencing on
		the first anniversary of the Effective Date), subject to Executive’s
		continued employment with Ticketmaster through each vesting date.
Vesting		The Stock Option shall vest in full upon a termination of Executive’s
Upon		employment with Ticketmaster by Ticketmaster without “Cause” or a
Specified		termination of employment with Ticketmaster by Executive for “Good
Termination		Reason,” each as defined in Exhibit A to this Agreement. Executive shall
Events		forfeit any unvested portion of the Stock Option upon any other
		termination of employment with Ticketmaster.
Post-		●		In general, any vested portion of the Stock Option will remain
Termination				exercisable until the earlier of (1) expiration of the 10-year term of
Exercise				the Stock Option and (2) 90 days following Executive’s termination
Period				of employment with Ticketmaster.
		●		Upon a termination of Executive’s employment with Ticketmaster
				by Ticketmaster without “Cause” or a termination of employment
				with Ticketmaster by Executive for “Good Reason” (each as defined
				in Exhibit A to this Agreement), any vested portion of the Stock
				Option will remain exercisable until the earlier of (1) expiration of
				the 10-year term of the Stock Option and (2) the later of (x) one
				year following Executive’s termination of employment with
				Ticketmaster and (y) the two-year anniversary of the Effective
				Date.
CIC Vesting		Upon a “Change in Control” as such term is defined in the Ticketmaster
		2008 Stock and Annual Incentive Plan, the Stock Option shall vest in full.
Modified		The modified gross-up set forth in Section 5.1 of the Restricted Stock
Gross-Up		Award Agreement, dated as of June 8, 2007, by and between FLMG and
		Executive (the “FLMG Restricted Stock Award Agreement”), shall not
		apply to the Ticketmaster Series A Preferred Stock issued pursuant to this
		Agreement, any shares of Ticketmaster Common Stock issued upon
		conversion of the shares of Ticketmaster Series A Preferred Stock, the
		1,000,000 shares of restricted Ticketmaster Common Stock issued
		pursuant to this Agreement, the Stock Option or any other equity of
		Ticketmaster.

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Term		Description
Certain		With respect to a termination of Executive’s employment with
Defined		Ticketmaster, “Cause,” “Good Reason” and “Disability” shall have the
Terms		meanings set forth in Exhibit A to this Agreement and Exhibit A to this
		Agreement shall be incorporated by reference into this Agreement as if
		fully set forth in this Agreement.
Restrictive		Executive shall be subject to the restrictive covenants set forth in Exhibit
Covenants		B to this Agreement and Exhibit B to this Agreement shall be
		incorporated by reference into this Agreement as if fully set forth in this
		Agreement.
Miscellaneous		●		Subject to, and simultaneously with, the occurrence of the
				Effective Date, the FLMG Restricted Stock Award Agreement and
				the FLMG Employment Agreement shall be amended as set forth on
				Exhibit C to this Agreement.
		●		Subject to, and simultaneously with, the occurrence of the
				Effective Date, the Second Amended and Restated Stockholders’
				Agreement of FLMG shall be amended as set forth on Exhibit D to
				this Agreement and the parties to this Agreement agree to abide
				by the terms set forth on Exhibit D to this Agreement upon the
				occurrence of the Effective Date.
		●		Prior to execution of this Agreement, Executive shall deliver to
				Ticketmaster a representation letter regarding the financial
				condition of FLMG.
		●		By virtue of Ticketmaster’s existing credit arrangements, upon
				consummation of the transactions contemplated by this
				Agreement, FLMG will become a guarantor of Ticketmaster’s debt
				and will be subject to any provisions therein that apply to
				Ticketmaster’s subsidiaries.
		●		Section 12 of the FLMG Employment Agreement (other than
				clauses (a), (b), (h) and (o)) is hereby incorporated into this
				Agreement by reference, and unless otherwise expressly specified
				in this Agreement, such provisions shall apply as if fully set forth in
				this Agreement, except that references in such Section 12 to the
				“Company” shall mean Ticketmaster and its successors and assigns
				and references in such Section 12 to the “Agreement” shall mean
				this Agreement. For purposes of paragraph (f) (“Set Off; No
				Mitigation”) of the FLMG Employment Agreement and the
				incorporation of such provision into this Agreement, the payments
				due under the FLMG Employment Agreement shall not be set off
				against payments due under this Agreement and the payments due
				under this Agreement shall not be set off against payments due
				under the FLMG Employment Agreement.
		●		Without limiting any of Executive’s rights to indemnification under
				Ticketmaster’s by-laws, certificate of incorporation, applicable law

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Term		Description
		or otherwise, Ticketmaster shall indemnify, defend and hold
		Executive harmless for any claims, costs, liabilities, expenses and
		judgments (including without limitation reasonable attorney’s fees
		and costs) arising from, in connection with or as a result of any
		acts and omissions in Executive’s capacity as an officer, director
		and/or employee of Ticketmaster and/or any of its subsidiaries to
		the maximum extent permitted under applicable law, including the
		advancement of fees and expenses. The obligation set forth in the
		immediately preceding sentence shall survive the termination or
		expiration of Executive’s employment and this Agreement.
Governing		Except as set forth in the immediately succeeding sentence, this
Law		Agreement shall be governed by and construed in accordance with the
		laws of the State of California, without reference to principles of conflict of
		laws and the parties hereto irrevocably agree to submit to the jurisdiction
		and venue of the courts of the State of California, in any action or
		proceeding brought with respect to or in connection with this Agreement.
		The Second Amended and Restated Front Line Management Group, Inc.
		Stockholders’ Agreement, the Stock Option, the Ticketmaster Series A
		Preferred Stock and the shares of restricted Ticketmaster Common Stock
		granted pursuant to this Agreement shall be governed and construed in
		accordance with the laws of the State of Delaware, without reference to
		principles of conflicts of laws and the parties hereto irrevocably agree to
		submit to the jurisdiction and venue of the courts of the State of
		Delaware, in any action or proceeding brought with respect to or in
		connection with such matters.
Remedies		Executive expressly agrees and understands that the remedy at law for
for Breach		any breach by Executive of the provisions set forth in Exhibit B to this
		Agreement may be inadequate and that damages flowing from such
		breach are not usually susceptible to being measured in monetary terms.
		Accordingly, it is acknowledged that, upon Executive’s violation of any
		provision of Exhibit B to this Agreement, Ticketmaster shall be entitled to
		seek from any court of competent jurisdiction immediate injunctive relief,
		a temporary order restraining any threatened or further breach, as well as
		an equitable accounting of all profits or benefits arising out of such
		violation. Nothing shall be deemed to limit Ticketmaster’s remedies at law
		or in equity for any breach by Executive of any of the provisions of this
		Agreement, including Exhibit B to this Agreement, which may be pursued
		by or available to Ticketmaster.
Waiver;		Failure by any party to this Agreement to insist upon strict compliance
Modification		with any of the terms, covenants, or conditions hereof shall not be
		deemed a waiver of such term, covenant, or condition, nor shall any
		waiver or relinquishment of, or failure to insist upon strict compliance
		with, any right or power hereunder at any one or more times be deemed a
		waiver or relinquishment of such right or power at any other time or
		times. This Agreement shall not be modified in any respect except by a
		writing executed by Executive and Ticketmaster and, solely, to the extent
		that (1) the relevant modification affects the sections of the Agreement
		entitled “FLMG Equity Cancellation; Ticketmaster Equity Grant” or

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Term		Description
		“Miscellaneous” and (2) the modification relates to or directly affects the
		Azoff Family Trust, the Azoff Family Trust.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, Ticketmaster has caused this Agreement to be executed and delivered by its duly authorized officer, Xxxxxx Xxxxx has executed and delivered this Agreement, and the Azoff Family Trust of 1997 has caused this Agreement to be executed and delivered by its duly authorized Co-Trustee, each as of the date first set forth above.

TICKETMASTER 

 /s/ Xxxxx X. Xxxxx                     

Name:  Xxxxx X. Xxxxx 

Title:   EVP & CFO

 /s/ Xxxxxx Xxxxx                         

XXXXXX XXXXX 

Solely for purposes of the sections of the 

Agreement entitled “FLMG Equity Cancellation; 

Ticketmaster Equity Grant” and “Miscellaneous”: 

AZOFF FAMILY TRUST OF 1997 

 /s/ Xxxxxx Xxxxx                          

Name: Xxxxxx Xxxxx 

Title: Co-Trustee 

CONSENTED TO: 

FRONT LINE MANAGEMENT GROUP, INC. 

 /s/ Colin Hedgson                    

Name:  Colin Hedgson

Title:   CFO 

[SIGNATURE PAGE TO TICKETMASTER/AZOFF EMPLOYMENT AGREEMENT]

Exhibit A

Cause; Good Reason; Disability

Capitalized terms used in this Exhibit A that are not otherwise defined shall have the meanings ascribed to such terms in the Employment Agreement (the “Agreement”), dated October 22, 2008, by and among Xxxxxx Xxxxx (“Executive”), Ticketmaster (“Ticketmaster”), and, solely for purposes of the sections of the Agreement entitled “FLMG Equity Cancellation; Ticketmaster Equity Grant” and “Miscellaneous,” the Azoff Family Trust of 1997, dated May 27, 1997, as amended.

For purposes of the Agreement, the terms “Cause,” “Good Reason” and “Disability” shall have the meanings set forth below:

“Cause” means (A) the willful and continued failure of Executive to perform substantially his material duties with Ticketmaster (other than any such failure resulting from Executive’s incapacity due to physical or mental illness and shall not include a failure to achieve particular results or to perform at any particular level) after a written demand for performance is delivered to Executive by the Board which identifies the manner in which the Board believes that Executive has not performed Executive’s duties and Executive, after a period established by the Board and communicated in writing to Executive (which period may be no less than twenty (20) days), has failed to cure such failure, (B) the willful engaging by Executive in gross misconduct which is demonstrably and materially injurious to Ticketmaster or any material breach by Executive of his obligations under Exhibit B to the Agreement (if such breach continues uncured beyond a five (5) day period), (C) Executive’s conviction of, or pleading guilty or no lo contendere to, a felony, or (D) a material breach by Executive of a fiduciary duty. A termination of Executive’s employment for Cause shall not be effective unless and until Ticketmaster has delivered to Executive a copy of a resolution duly adopted by a majority of the Board (excluding Executive, if he is a member of the Board) stating that the Board has determined to terminate Executive’s employment for Cause; provided, however, that no such resolution shall be permitted to be adopted without Ticketmaster having afforded the Executive the opportunity to make a presentation to the Board and to answer any questions its members may ask him.

“Disability” means personal injury, illness or other cause which has rendered Executive unable to perform substantially his material duties and responsibilities under the Agreement for a period of one hundred twenty (120) consecutive days, or one hundred twenty (120) out of one hundred eighty (180) consecutive days, as determined jointly by a physician selected by Ticketmaster reasonably acceptable to Executive (or if he is incapacitated, his legal representative) and a physician selected by Executive (or if he is incapacitated, his legal representative) and reasonably acceptable to Ticketmaster. If such physicians cannot agree as to whether Executive has suffered a Disability, they shall jointly select a third physician who shall make such determination. The determination of Disability made in writing to Ticketmaster and Executive shall be final and conclusive for all purposes of the Agreement.

“Good Reason” means, without Executive’s express written consent:

(A) (x) a material and adverse change in Executive’s position(s), authority, duties, responsibilities (including reporting responsibilities) (excluding any change relating to Executive’s employment with FLMG), or (y) Executive no longer serving as Chief Executive Officer of Ticketmaster during the Term;

(B) any willful breach by Ticketmaster of any material obligation of Ticketmaster under the Agreement; or

(C) Ticketmaster requiring the Executive to be based other than at an office commensurate with the Executive’s current office or locating the headquarters of FLMG (or Executive’s principal place of business) somewhere other than Beverly Hills, California or West Los Angeles, California.

A termination of employment by Executive for Good Reason shall be effective only if Executive delivers to Ticketmaster a notice of termination for Good Reason within 60 days after learning of the circumstances constituting Good Reason. Executive shall be required to give Ticketmaster at least 30 days advance written notice of any resignation of Executive’s employment for Good Reason. Notwithstanding the foregoing, if within 30 days following Executive’s delivery of such notice of termination of employment for Good Reason, Ticketmaster has cured the circumstances giving rise to the Good Reason claim, then such notice of termination shall be ineffective and no Good Reason shall be deemed to exist.

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Exhibit B

CONFIDENTIAL INFORMATION; NON-COMPETITION; NON-SOLICITATION; AND PROPRIETARY RIGHTS

Capitalized terms used in this Exhibit B that are not otherwise defined shall have the meanings ascribed to such terms in the Employment Agreement (the “Agreement”), dated October 22, 2008, by and among Xxxxxx Xxxxx (“Executive”), Ticketmaster (“Ticketmaster”), and, solely for purposes of the sections of the Agreement entitled “FLMG Equity Cancellation; Ticketmaster Equity Grant” and “Miscellaneous,” the Azoff Family Trust of 1997, dated May 27, 1997, as amended. For purposes of the covenants contained in this Exhibit B, for so long as FLMG is a majority-owned subsidiary of Ticketmaster, actions taken by Executive in furtherance of his duties with FLMG shall not be deemed a violation of such covenants. In consideration of the benefits provided to Executive under the Agreement:

(a) CONFIDENTIALITY. Executive acknowledges that, while employed by Ticketmaster, Executive will occupy a position of trust and confidence. Ticketmaster, its subsidiaries and/or affiliates may provide Executive with “Confidential Information” as referred to below. Executive shall not, except in connection with the good faith performance by Executive of his duties hereunder, as required by applicable law or in connection with the enforcement of his rights under this Agreement, without limitation in time, communicate, divulge, disseminate, disclose to others or otherwise use, any Confidential Information regarding Ticketmaster and/or any of its subsidiaries and/or affiliates.

“Confidential Information” shall mean information about Ticketmaster or any of its subsidiaries or affiliates, and their respective businesses, employees, consultants, contractors, clients and customers that is not disclosed by Ticketmaster or any of its subsidiaries or affiliates for financial reporting purposes or otherwise generally made available to, or in the possession of, the public (other than by Executive’s breach of the terms hereof) and that was learned or developed by Executive in the course of employment by Ticketmaster or any of its subsidiaries or affiliates, including (without limitation) any proprietary knowledge, trade secrets, data, formulae, information and client and customer lists and all papers, resumes, and records (including computer records) of the documents containing such Confidential Information. Notwithstanding the foregoing provisions, if Executive is required to disclose any such confidential or proprietary information pursuant to applicable law or a subpoena or court order, Executive shall promptly notify Ticketmaster of any such requirement so that Ticketmaster may seek an appropriate protective order or other appropriate remedy or waive compliance with the provisions hereof. Executive shall reasonably cooperate with Ticketmaster (at Ticketmaster’s sole expense) to obtain such a protective order or other remedy. If such order or other remedy is not obtained prior to the time Executive is required to make the disclosure, or Ticketmaster waives compliance with the provisions hereof, Executive shall be permitted to disclose only that portion of the confidential or proprietary information which he is advised by counsel that he is legally required to so disclose. Executive acknowledges that such Confidential Information is specialized, unique in nature and of great value to Ticketmaster and its subsidiaries or affiliates, and that such information gives Ticketmaster and its subsidiaries or affiliates a competitive advantage. Executive agrees to deliver or return to Ticketmaster, at Ticketmaster’s request at any time or upon termination or expiration of Executive’s employment with Ticketmaster or as soon thereafter as possible, all documents, computer tapes and disks, records, lists, data, drawings, prints, notes and written information (and all copies thereof) furnished by Ticketmaster and its subsidiaries or affiliates or prepared by Executive in the course of Executive’s employment by Ticketmaster and its subsidiaries or

affiliates, other than Executive’s personal files that do not contain Confidential Information and a copy of Executive’s rolodex. As used in this Agreement, “subsidiaries” and “affiliates” shall mean any company controlled by, controlling or under common control with Ticketmaster. A company, corporation, partnership, limited liability company, joint venture or other entity (“Person”) shall be deemed to “control” another Person if such Person owns, directly or indirectly, or controls the right to vote, more than 50% of the equity of such other Person.

(b) NON-SOLICITATION OF EMPLOYEES. Executive recognizes that he may possess Confidential Information about other employees, consultants and contractors of Ticketmaster and its subsidiaries or affiliates relating to their education, experience, skills, abilities, compensation and benefits, and inter-personal relationships with suppliers to and customers of Ticketmaster and its subsidiaries or affiliates. Executive recognizes that the information he possesses about these other employees, consultants and contractors is not generally known, may be of substantial value to Ticketmaster and its subsidiaries or affiliates in developing their respective businesses and in securing and retaining customers, and will be acquired by Executive because of Executive’s business position with Ticketmaster. Executive agrees that, during the twelve month period following his termination of employment with Ticketmaster for any reason (the “Restricted Period”), Executive will not, directly or indirectly, solicit or recruit any employee of (i) Ticketmaster and/or (ii) its subsidiaries and/or affiliates with whom Executive has had direct contact during his employment hereunder, in all cases, for the purpose of being employed by Executive or by any business, individual, partnership, firm, corporation or other entity on whose behalf Executive is acting as an agent, representative or employee and that Executive will not convey any such Confidential Information or trade secrets about employees of Ticketmaster or any of its subsidiaries or affiliates to any other person except within the scope of Executive’s duties hereunder. Notwithstanding the foregoing, Executive is not precluded from soliciting any individual who (x) responds to any public advertisement or general solicitation; (y) has been terminated by Ticketmaster prior to the solicitation; or (z) was Executive’s personal assistant or secretary.

(c) NON-SOLICITATION OF CUSTOMERS. During the Restricted Period, Executive shall not, without the written consent of Ticketmaster, solicit, request or instruct, directly or indirectly, any venue, promoter, touring artist, team, league or any other party, in each case with respect to which Ticketmaster and or any of its subsidiaries or affiliates provided such party with services pursuant to a contractual relationship during the last twelve (12) months of the Term (collectively, the “Business Partners”) to use the services of any competitor of Ticketmaster in a manner that could reasonably be expected to result in the cessation or a material reduction in the amount of business between the Business Partners and Ticketmaster and/or any of its subsidiaries or affiliates. For the avoidance of doubt, Executive may solicit Business Partners during the Restricted Period with respect to transactions or matters that are not competitive with the business of Ticketmaster and/or any of its subsidiaries or affiliates without being in violation of this Section (c).

(d) PROPRIETARY RIGHTS; ASSIGNMENT. All Employee Developments (defined below) shall be considered works made for hire by Executive for Ticketmaster or, as applicable, its subsidiaries or affiliates, and Executive agrees that all rights of any kind in any Employee Developments belong exclusively to Ticketmaster. In order to permit Ticketmaster to exploit such Employee Developments, Executive shall promptly and fully report all such Employee Developments to Ticketmaster. Except in furtherance of his obligations as an employee of Ticketmaster, Executive shall not use or reproduce any portion of any record associated with any Employee Development without prior written

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consent of Ticketmaster or, as applicable, its subsidiaries or affiliates. Executive agrees that in the event actions of Executive are required to ensure that such rights belong to Ticketmaster under applicable laws, Executive will cooperate and take whatever such actions are reasonably requested by Ticketmaster, whether during or after the Term, and without the need for separate or additional compensation. “Employee Developments” means any idea, know-how, discovery, invention, design, method, technique, improvement, enhancement, development, computer program, machine, algorithm or other work of authorship, in each case, (i) that (A) concerns or relates to the actual or anticipated business, research or development activities, or operations of Ticketmaster or any of its subsidiaries or affiliates, or (B) results from or is suggested by any undertaking assigned to Executive or work performed by Executive for or on behalf of Ticketmaster or any of its subsidiaries or affiliates, whether created alone or with others, during or after working hours, or (C) uses, incorporates or is based on Ticketmaster equipment, supplies, facilities, trade secrets or inventions of any form or type, and (ii) that is developed, conceived or reduced to practice during the period that Executive is employed with Ticketmaster. All Confidential Information and all Employee Developments are and shall remain the sole property of Ticketmaster or any of its subsidiaries or affiliates. Executive shall acquire no proprietary interest in any Confidential Information or Employee Developments developed or acquired during the Term. To the extent Executive may, by operation of law or otherwise, acquire any right, title or interest in or to any Confidential Information or Employee Development, Executive hereby assigns and covenants to assign to Ticketmaster all such proprietary rights without the need for a separate writing or additional compensation. Executive shall, both during and after the Term, upon Ticketmaster’s request, promptly execute, acknowledge, and deliver to Ticketmaster all such assignments, confirmations of assignment, certificates, and instruments, and shall promptly perform such other acts, as Ticketmaster may from time to time in its discretion deem necessary or desirable to evidence, establish, maintain, perfect, enforce or defend Ticketmaster’s rights in Confidential Information and Employee Developments.

(e) COMPLIANCE WITH POLICIES AND PROCEDURES. During the period that Executive is employed with Ticketmaster hereunder, Executive shall adhere to the policies and standards of professionalism set forth in Ticketmaster’s Policies and Procedures applicable to all employees of Ticketmaster and its subsidiaries and/or affiliates as they may exist from time to time.

(f) SURVIVAL OF PROVISIONS. The obligations contained in this Exhibit B shall, to the extent provided in this Exhibit B, survive the termination or expiration of Executive’s employment with Ticketmaster and, as applicable, shall be fully enforceable thereafter in accordance with the terms of this Agreement. If it is determined by a court of competent jurisdiction that any restriction in this Exhibit B is excessive in duration or scope or is unreasonable or unenforceable under applicable law, it is the intention of the parties that such restriction may be modified or amended by the court to render it enforceable to the maximum extent permitted by applicable law.

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Exhibit D

Amendments to FLMG Second Amended and Restated Stockholders Agreement

1.	For purposes of the definition of “Permitted Transferee,” Ticketmaster and/or one or more wholly owned subsidiaries of Ticketmaster (including, FLMG Holdings Corp.) shall collectively be a Permitted Transferee of MMI and WMG Church with respect to the transfer of all of the Shares held by MMI and WMG Church. For avoidance of doubt, upon becoming a Permitted Transferee of MMI and WMG Church, pursuant to the terms hereof, Ticketmaster and/or one or more of its wholly owned subsidiaries will succeed to and be bound by the rights and obligations of MMI and WMG Church under the Agreement.
2.	Azoff’s rights under Section 2.3(c) of the Agreement shall be subject to the terms of agreements binding upon or applicable to subsidiaries of Ticketmaster, including without limitation, the agreements and other instruments governing Ticketmaster’s existing financing arrangements (“Ticketmaster Debt Documents”).
3.	The exercisability of the Azoff Family Trust’s put right under Section 3.4(a)(i) of the Agreement and FLMG Holdings Corp.’s call right under Section 3.4(a)(ii) of the Agreement with respect to 50% of the Azoff Family Trust’s Shares (calculated after giving effect to the cancellation of Shares pursuant to the transactions in connection with which these amendments are being adopted) will be delayed until the fifth anniversary of the Effective Date (as defined in the Employment Agreement, dated October 22, 2008, by and between Xxxxxx Xxxxx, Ticketmaster, and, solely for purposes of the sections of the Agreement entitled “FLMG Equity Cancellation; Ticketmaster Equity Grant” and “Miscellaneous,” the Azoff Family Trust of 1997, dated May 27, 1997, as amended).
4.	The Company will become a guarantor under the Ticketmaster Debt Documents and will be subject to any provisions therein that apply to subsidiaries of Ticketmaster and FLMG
	Holdings Corp. will be required to pledge shares of the Company under the terms of the Ticketmaster Debt Documents. Dividends and distributions by the Company shall be subject to any restrictions on dividends and distributions by subsidiaries of Ticketmaster contained in the Ticketmaster Debt Documents in addition to the restrictions contained in Section 4.2 of the Agreement.
5.	Such other amendments contemplated by Section 6.2(a) of the Agreement to the extent necessary to permit the financial statements of the Company to be consolidated with those of Ticketmaster.