Term

Discussion

Live Nation Position and Duties;
Live Nation Employment Term

Subject to completion of the Merger, Executive will serve as Executive Chairman of Live Nation and Chief Executive Officer of Front Line, reporting to the Live Nation Board of Directors, and as a member of the Live Nation Board of Directors. The employment term under the 2009 Employment Agreement will be from the date of the completion of the Merger through June 8, 2014, unless earlier terminated.

Employment Relationship

Prior to the Merger, Executive’s agreements with Ticketmaster and Front Line contemplate two separate employment relationships, i.e., Executive’s employment with Ticketmaster can terminate, while his Front Line employment continues, and vice versa. Moreover, the Front Line Employment Agreement specifically provides that, prior to the Merger, Front Line may not terminate Executive’s employment with Front Line without cause and Executive may not terminate his employment with Front Line without good reason. Following the Merger, Executive will have a single employment relationship, and, if Executive’s employment with Live Nation terminates, his employment with Front Line also will terminate on the same basis, including a termination without good reason or without cause.

Base Salary

Executive will continue to receive a $2,000,000 annual base salary pursuant to the Front Line Employment Agreement, as in effect since May, 2007. Executive will receive no additional base salary from Live Nation.

Term

Discussion

Annual Bonus

Subject to completion of the Merger, Executive will have a Live Nation bonus opportunity targeted between $1,000,000 and $2,000,000, payment of which will be subject to satisfaction of pre-established performance criteria. Following the Merger, in the event of a termination of Executive’s employment with Live Nation without cause, for good reason or due to death or disability, Executive would be entitled to a full-year Live Nation annual bonus based on actual performance in the year of termination of employment. The Live Nation bonus opportunity is in addition to the annual $2,000,000 guaranteed bonus that Executive has been entitled to pursuant to the Front Line Employment Agreement, as in effect since May, 2007.

Merger Bonus

Upon completion of the Merger, Executive is entitled to receive a $2,000,000 cash bonus.

Azoff Restricted Common Stock

On October 29, 2008, the Azoff Family Trust of 1997, dated May 27, 1997, as amended (the “Azoff Family Trust”) received 1,000,000 shares of Ticketmaster restricted common stock (the “Azoff Restricted Common Stock”). Executive is co-trustee of the Azoff Family Trust. Subject to completion of the Merger, upon a termination of Executive’s employment with Live Nation without cause or for good reason or due to death or disability, the Azoff Restricted Common Stock (as converted in the Merger into shares of Live Nation restricted common stock) immediately shall vest.

Subject to completion of the Merger and certain other conditions, on the earlier to occur of October 29, 2013 and the second anniversary of Executive’s termination of employment (the earlier of such dates, the “Measurement Date”), Executive may be entitled to a payment from Live Nation in cash and/or shares of Live Nation common stock equal to the positive difference, if any, obtained by subtracting (i) the market value on the Measurement Date of the Azoff Restricted Common Stock (as converted in the Merger into shares of Live Nation restricted common stock) from (ii) $15 million, as adjusted. In addition, Executive may be entitled to an additional payment in cash and/or shares of Live Nation common stock to the extent that Executive sells any of the shares of Live Nation common stock referred to in the immediately preceding sentence for a price less than the closing price of Live Nation common stock on the Measurement Date.

Live Nation Severance

Following the Merger, if Executive’s employment is terminated without cause or for good reason, subject to Executive’s execution of a release, Executive will be entitled to payment of a cash lump sum equal to the product obtained by multiplying (i) the “Applicable Multiplier” by (ii) the “Severance Inputs,” with such amount reduced by any severance payable pursuant to the Front Line Employment Agreement (see “Front Line Severance” below).

“Applicable Multiplier” means the greater of (i) three and (ii) the number of years (including partial years) remaining in the employment term under the 2009 Employment Agreement.

Term

Discussion

“Severance Inputs” means the sum of (i) $2 million and (ii) two times the amount of the annual bonus that Executive receives (or is entitled to receive) from Live Nation with respect to the year prior to the year in which the termination of employment occurs (or $1.5 million if such termination occurs during 2010).

Front Line Severance

Under the terms of the Front Line Employment Agreement as in effect prior to the amendments described in this Current Report on Form 8-K, if Executive’s employment is terminated for good reason, Executive is entitled to receive payment of base salary ($2 million) and guaranteed annual bonus ($2 million) through June 8, 2014, the end of the term of the Front Line Employment Agreement. Following the Merger, the severance described in the immediately preceding sentence also will apply in the event of a termination of Executive’s employment without cause.

Ticketmaster Note

On October 29, 2008, the Azoff Family Trust received 1,750,000 shares of restricted Ticketmaster Series A preferred stock (with a face value of $35 million, accruing dividends at 3% per year) (the “Azoff Restricted Preferred Stock”). Subject to the occurrence of the Merger, prior to the Merger, Ticketmaster will redeem any outstanding shares of the Azoff Restricted Preferred Stock, including accrued dividends, in exchange for a note of equivalent value that vests and pays in equal monthly installments on the first day of each month beginning on January 1, 2010 through and until October 1, 2013. Following the Merger, in the event of a termination of Executive’s employment with Live Nation without cause or for good reason or due to death or disability, the note immediately will vest and the balance of the note immediately will be paid in a cash lump sum to the Azoff Family Trust. Upon any other termination of Executive’s employment, the Azoff Family Trust will forfeit the balance of the note.

Equity Awards

There currently is not a sufficient number of shares of Ticketmaster common stock available under the Ticketmaster 2008 Stock and Annual Incentive Plan (the “Ticketmaster Plan”) for the equity awards described below. If Ticketmaster stockholders do not approve increases in the individual and aggregate share limits under the Ticketmaster Plan (the “Requisite Approval”), Executive will forfeit all of the equity awards described below. In no event will any of the equity awards described below vest unless and until Ticketmaster obtains the Requisite Approval.

Stock Option

On May 6, 2009, Ticketmaster granted to Executive an option to purchase 1,445,088 shares of Ticketmaster common stock, with a per share exercise price equal to $7.55, vesting in equal annual installments on October 29, 2009, 2010, 2011 and 2012, without regard as to whether the Merger occurs. The 2009 Employment Agreement memorializes the following additional terms with respect to the Stock Option:

Term

Discussion

·                  The Stock Option will vest in full upon a termination of Executive’s employment without cause or for good reason.

·                  Upon a Change in Control (generally, as defined in the Ticketmaster Plan, but excluding the Merger), the Stock Option will vest in full, subject to Executive’s continued employment through the Change in Control date.

Additional RSUs

On May 6, 2009, Ticketmaster granted to Executive 200,000 Ticketmaster restricted stock units, vesting in equal tranches of 25% upon the first four anniversaries of the date of grant, without regard as to whether or not the Merger occurs. The 2009 Employment Agreement memorializes the following additional terms with respect to the Additional RSUs:

·                  The Additional RSUs will vest in full upon termination of Executive’s employment without cause or for good reason. Executive will forfeit any unvested portion of the Additional RSUs upon any other termination of employment with Ticketmaster prior to the Merger or Live Nation after the Merger.

·                  Upon a Change of Control following the Merger, the Additional RSUs will vest in full, subject to Executive’s continued employment through the Change in Control date.

In addition to the vesting requirements described above, the vesting of the Additional RSUs was subject to the satisfaction of one of three performance goals established by the Compensation and Human Resources Committee of the Ticketmaster Board of Directors (the “Compensation Committee”) on May 6, 2009. This vesting requirement has been met, subject to certification by the Compensation Committee.

Stock Growth RSU Grant

On May 6, 2009, Ticketmaster granted to Executive 252,890 Ticketmaster restricted stock units, vesting in equal tranches of 25% upon the later of (i) the first, second, third and fourth anniversary of the Merger, and (ii) the date (the “Milestone Date”) that the average closing trading price for Live Nation common stock over any consecutive 12-month period following the Merger exceeds the product of $14.45 and the Exchange Ratio (as defined in the Merger Agreement). The 2009 Employment Agreement memorializes the following additional terms with respect to the Stock Growth RSUs:

·                  Following the Merger, if Executive’s employment is terminated without cause or Executive resigns for good reason, the Stock Growth RSUs will remain eligible to vest based on the occurrence of the Milestone Date, but otherwise without regard to the passage of time, for a period of time following Executive’s termination of employment. Executive will forfeit any unvested portion of the Stock Growth RSUs upon any other termination of employment with Live Nation following the Merger. Executive will forfeit the Stock Growth RSUs upon any termination of employment with Ticketmaster for any reason prior to the Merger.

Term

Discussion

·                  Upon a Change in Control following the Merger, the Stock Growth RSUs will vest in full, subject to Executive’s continued employment through the Change in Control date.

·                  Executive will forfeit the Stock Growth RSUs if the Merger Agreement terminates for any reason without the Merger occurring.

Merger Milestone RSU Grant

On May 6, 2009, Ticketmaster granted to Executive 144,509 Ticketmaster restricted stock units, vesting in equal tranches of 25% upon the first four anniversaries of the Merger. The 2009 Employment Agreement memorializes the following additional terms with respect to the Merger Milestone RSUs:  

·                  Following the Merger, the Merger Milestone RSUs will vest in full upon termination of Executive’s employment without cause or for good reason. Executive will forfeit any unvested portion of the Merger Milestone RSUs upon any other termination of employment with Live Nation following the Merger. Executive will forfeit the Merger Milestone RSUs upon any termination of employment with Ticketmaster for any reason prior to the Merger.

·                  Upon a Change of Control following the Merger, the Merger Milestone RSUs will vest in full, subject to Executive’s continued employment through the Change in Control date.  

·                  Executive will forfeit the Merger Milestone RSUs if the Merger Agreement terminates for any reason without the Merger occurring.

In addition to the vesting requirements described above, the vesting of the Merger Milestone RSUs was subject to the satisfaction of one of three performance goals established by the Compensation Committee on May 6, 2009. This vesting requirement has been met, subject to certification by the Compensation Committee.

Front Line Put Rights

Subject to the completion of the Merger, on October 29, 2014, the Azoff Family Trust will have the right to require Live Nation to purchase 100% of Executive’s Front Line common stock.

Subject to the completion of the Merger, in the event of a termination of Executive’s employment with Live Nation without cause or for good reason, the Azoff Family Trust will have the right to require Live Nation to purchase:  

·                  up to 50% of the Azoff Family Trust’s Front Line common stock following the date of termination of employment; and

·                  up to 100% of the Azoff Family Trust’s Front Line common stock on the two year anniversary of the date of Executive’s termination of employment.

Term

Discussion

The shares of Front Line common stock subject to the put rights described above will be valued as of the date of exercise of the applicable put right. Live Nation has the right to satisfy its obligations with respect to the foregoing put rights in cash and/or shares of Live Nation common stock.

Restrictive Covenants

The new employment arrangements described above contain restrictive covenants, including perpetual confidentiality obligations and employee non-solicitation and business non-compete provisions that apply during the employment period and for specified periods following termination of employment.

Exhibit No.

Description

10.1

Employment Agreement, dated October 21, 2009, by and among Irving Azoff, Ticketmaster Entertainment, Inc. and the Azoff Family Trust of 1997, dated May 27, 1997.

10.2

Amended and Restated Employment Agreement, dated as of October 21, 2009, by and between Front Line Management Group, Inc. and Irving Azoff.

TICKETMASTER ENTERTAINMENT, INC.

By:

/s/ Chris Riley

Name:

Chris Riley

Title:

General Counsel, Secretary and SVP

Date: October 21, 2009

Exhibit No.

Description

10.1

Employment Agreement, dated October 21, 2009, by and among Irving Azoff, Ticketmaster Entertainment, Inc. and the Azoff Family Trust of 1997, dated May 27, 1997.

10.2

Amended and Restated Employment Agreement, dated as of October 21, 2009, by and between Front Line Management Group, Inc. and Irving Azoff.