Exhibit 10.30
AMENDMENT
TO
LETTER AGREEMENT CONFIRMING
EMPLOYMENT AND
COMPENSATION
ARRANGEMENT
This Amendment to
the Letter Agreement (this “Amendment”) is effective as
of the 31 st day of December, 2008 (the
“Effective Date”) by and between Live Nation Worldwide,
Inc., a Delaware corporation (“Live Nation”), and Brian
Capo (the “Employee”).
WHEREAS, the parties entered into
that certain Letter Agreement effective as of December 17,
2007 confirming the Employee’s employment and compensation
arrangement with Live Nation (the “Original
Agreement”).
WHEREAS, the parties desire to amend
the Original Agreement as set forth below.
NOW, THEREFORE, in consideration of
the mutual covenants and agreements included in this Amendment and
other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties, intending to be
legally bound, agree as follows:
1. The second sentence of Paragraph
8 of the Original Agreement is hereby amended to read in its
entirety as follows:
“If you are terminated by Live
Nation without cause (as determined in the reasonable discretion of
Live Nation) and you sign a general release of claims no later than
60 days following such termination in a form and manner
satisfactory to Live Nation, then, subject to Paragraph 13, within
90 days after such termination, Live Nation will begin paying to
you in regular installments in accordance with Live Nation’s
payroll practices and less appropriate payroll deductions, an
amount equal to your monthly base salary for the lesser of
(i) six months or (ii) the remainder of the
Term.”
2. The Original Agreement is hereby
amended to include the following new Paragraph 13.
“13.(a) To the fullest extent
applicable, amounts and other benefits payable under this Agreement
are intended to be exempt from the definition of
“nonqualified deferred compensation” under section 409A
of the Internal Revenue Code of 1986, as amended (“Section
409A”) in accordance with one or more of the exemptions
available under the final Treasury regulations promulgated under
Section 409A and, to the extent that any such amount or
benefit is or becomes subject to Section 409A due to a failure
to qualify for an exemption from the definition of nonqualified
deferred compensation in accordance with such final Treasury
regulations, this Agreement is intended to
comply with the applicable
requirements of Section 409A with respect to such amounts or
benefits. This Agreement shall be interpreted and administered to
the extent possible in a manner consistent with the foregoing
statement of intent.
(b) Notwithstanding anything in this
Agreement or elsewhere to the contrary, for purposes of determining
the payment date of any amounts that are treated as nonqualified
deferred compensation under Section 409A of the Code that
become payable under this Agreement in connection with your
termination of employment, the date that you are deemed to have
incurred a termination of employment will be the date on which you
have incurred a “separation from service” within the
meaning of Treasury Regulation section 1.409A-1(h), or in
subsequent IRS guidance under Code section 409A.
(c) For purposes of
Section 409A, each salary continuation payment payable under
Paragraph 8 shall constitute a separate “payment”
within the meaning of Treasury Regulation
Section 1.409A-2(b)(2).
(d) If Live Nation reasonably
determines that you are a “specified employee” (within
the meaning of Treasury Regulation Section 1.409A-1(i)) on the
date of your “separation from service”
