Exhibit 10.6
EMPLOYMENT
AGREEMENT
THIS EMPLOYMENT AGREEMENT
(“Agreement”) is entered into by and between Edward J.
Weiss (“Employee”) and Ticketmaster L.L.C., a Virginia
limited liability company (the “Company”), and is
effective January 1, 2008 (the “Effective
Date”).
WHEREAS, the Company desires to
establish its right to the services of Employee, in the capacity
described below, on the terms and conditions hereinafter set forth,
and Employee is willing to accept such employment on such terms and
conditions.
NOW, THEREFORE, in consideration of
the mutual agreements hereinafter set forth, Employee and the
Company have agreed and do hereby agree as follows:
1A.
EMPLOYMENT
. During the Term (as defined
below), the Company shall employ Employee, and Employee shall be
employed, as Executive Vice President and Chief Counsel, or such
other equivalent title as may be agreed between Employee and the
Company. During Employee’s employment with the Company,
Employee shall do and perform all services and acts necessary or
advisable to fulfill the duties and responsibilities as are
commensurate and consistent with Employee’s position and
shall render such services on the terms set forth herein.
During Employee’s employment with the Company, Employee shall
report directly to the Chief Executive Officer of the Company or
such other person(s) as from time to time may be designated by
the Company (hereinafter referred to as the “Reporting
Officer”). Employee shall have such powers and duties
with respect to the Company as may reasonably be assigned to
Employee by the Reporting Officer, to the extent consistent with
Employee’s position. Employee agrees to devote all of
Employee’s working time, attention and efforts to the Company
and to perform the duties of Employee’s position in
accordance with the Company’s policies as in effect from time
to time.
2A.
TERM . The term of this Agreement shall be two
years (the “Term”); provided, that certain terms and
conditions herein may specify a greater period of
effectiveness.
3A.
COMPENSATION
.
(a)
BASE
SALARY . During the period
that Employee is employed with the Company hereunder, the Company
shall pay Employee an annual base salary of $335,000 (the
“Base Salary”), payable in equal biweekly installments
(or, if different, in accordance with the Company’s payroll
practice as in effect from time to time). For all purposes
under this Agreement, the term “Base Salary” shall
refer to the Base Salary as in effect from time to
time.
(b)
DISCRETIONARY
BONUS . During the period
that Employee is employed with the Company hereunder, Employee
shall be eligible to receive discretionary annual
bonuses.
(c)
BENEFITS . From the Effective Date through the date
of termination of Employee’s employment with the Company for
any reason, Employee shall be entitled to participate in any
welfare, health and life insurance and pension benefit programs as
may be adopted from time to time by the Company on the same basis
as that provided to similarly situated employees of the
Company. Without limiting the generality of the foregoing,
Employee shall be entitled to the following benefits:
(i)
Reimbursement
for Business Expenses . During the period
that Employee is employed with the Company hereunder, the Company
shall reimburse Employee for all reasonable, necessary and
documented expenses incurred by Employee in performing
Employee’s duties for the Company, on the same basis as
similarly situated employees and in accordance with the
Company’s policies as in effect from time to
time.
(ii)
Vacation
. During
the period that Employee is employed with the Company hereunder,
Employee shall be entitled to paid vacation each year, in
accordance with the plans, policies, programs and practices of the
Company applicable to similarly situated employees of the Company
generally.
4A.
NOTICES . All notices and other communications
under this Agreement shall be in writing and shall be given by
first-class mail, certified or registered with return receipt
requested, or by hand delivery, or by overnight delivery by a
nationally recognized carrier, in each case to the applicable
address set forth below, and any such notice is deemed effectively
given when received by the recipient (or if receipt is refused by
the recipient, when so refused):
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If to the Company:
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Ticketmaster L.L.C.
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8800 Sunset Boulevard
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West Hollywood, CA 90069
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Attention: SVP, Chief People Officer
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If to Employee:
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At the most recent address for Employee on file
at the Company.
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Either party may change such party’s
address for notices by notice duly given pursuant
hereto.
5A.
GOVERNING LAW;
JURISDICTION . This
Agreement and the legal relations thus created between the parties
hereto (including, without limitation, any dispute arising out of
or related to this Agreement) shall be governed by and construed
under and in accordance with the internal laws of the State of
California without reference to its principles of conflicts of
laws. Any such dispute will be heard and determined before an
appropriate federal court located in the State of California in Los
Angeles County, or, if not maintainable therein, then in an
appropriate California state court located in Los Angeles County,
and each party hereto submits itself and its property to the
non-exclusive jurisdiction of the foregoing courts with respect to
such disputes. Each party hereto (i) agrees that service
of process may be made by mailing a copy of any relevant document
to the address of the party set forth above, (ii) waives to
the fullest extent
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permitted by law any objection which it may now
or hereafter have to the courts referred to above on the grounds of
inconvenient forum or otherwise as regards any dispute between the
parties hereto arising out of or related to this Agreement,
(iii) waives to the fullest extent permitted by law any
objection which it may now or hereafter have to the laying of venue
in the courts referred to above as regards any dispute between the
parties hereto arising out of or related to this Agreement and
(iv) agrees that a judgment or order of any court referred to
above in connection with any dispute between the parties hereto
arising out of or related to this Agreement is conclusive and
binding on it and may be enforced against it in the courts of any
other jurisdiction.
6A.
COUNTERPARTS
. This Agreement may be
executed in several counterparts, each of which shall be deemed to
be an original but all of which together will constitute one and
the same instrument.
7A.
STANDARD TERMS AND
CONDITIONS .
Employee expressly understands and acknowledges that the Standard
Terms and Conditions attached hereto are incorporated herein by
reference, deemed a part of this Agreement and are binding and
enforceable provisions of this Agreement. References to
“this Agreement” or the use of the term
“hereof” shall refer to this Agreement and the Standard
Terms and Conditions attached hereto, taken as a whole.
8A.
SECTION 409A OF THE INTERNAL
REVENUE CODE . This
Agreement is not intended to constitute a “nonqualified
deferred compensation plan” within the meaning of Section
409A of the Internal Revenue Code of 1986, as amended, and the
rules and regulations issued thereunder (“Section
409A”). Notwithstanding the foregoing, if this
Agreement or any benefit paid to Employee hereunder is subject to
Section 409A and if Employee is a “Specified Employee”
(as defined under Section 409A) as of the date of Employee’s
termination of employment hereunder, then the payment of benefits,
if any, scheduled to be paid by the Company to Employee hereunder
during the first six (6) month period beginning on the date of a
termination of employment hereunder shall be delayed during such
six (6) month period and shall commence immediately following the
end of such six (6) month period (and, if applicable, the period in
which such payments were scheduled to be made if not for such delay
shall be extended accordingly). In no event shall the Company
be required to pay Employee any “gross-up” or other
payment with respect to any taxes or penalties imposed under
Section 409A with respect to any benefit paid to Employee
hereunder.
[The Signature Page Follows]
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IN WITNESS WHEREOF, the Company has
caused this Agreement to be executed and delivered by its duly
authorized officer and Employee has executed and delivered this
Agreement on March 12, 2008.
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TICKETMASTER L.L.C.
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By:
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/s/ Sean Moriarty
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Name: Sean Moriarty
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Title:
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By:
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/s/ Edward J. Weiss
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Name: Edward J. Weiss
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STANDARD TERMS AND
CONDITIONS
1.
TERMINATION OF
EMPLOYEE’S EMPLOYMENT .
(a)
DEATH . In the event
Employee’s employment hereunder is terminated by reason of
Employee’s death, the Company shall pay Employee’s
designated beneficiary or beneficiaries, within thirty (30) days of
Employee’s death in a lump sum in cash,
(i) Employee’s Base Salary through the end of the month
in which death occurs and (ii) any other Accrued Obligations
(as defined in paragraph 1(g) below).
(b)
DISABILITY
. If, as a
result of Employee’s incapacity due to physical or mental
illness (“Disability”), Employee shall have been absent
from the full-time performance of Employee’s duties with the
Company for a period of four (4) consecutive months and,
within thirty (30) days after written notice is provided to
Employee by the Company (in accordance with Section 4A
hereof), Employee shall not have returned to the full-time
performance of Employee’s duties, Employee’s employment
under this Agreement may be terminated by the Company for
Disability. During any period prior to such termination
during which Employee is absent from the full-time performance of
Employee’s duties with the Company due to Disability, the
Company shall continue to pay Employee’s Base Salary at the
rate in effect at the commencement of such period of Disability,
offset by any amounts payable to Employee under any disability
insurance plan or policy provided by the Company. Upon
termination of Employee’s employment due to Disability, the
Company shall pay Employee within thirty (30) days of such
termination (i) Employee’s Base Salary through the end
of the month in which termination occurs in a lump sum in cash,
offset by any amounts payable to Employee under any disability
insurance plan or policy provided by the Company; and (ii) any
other Accrued Obligations (as defined in paragraph
1(g) below).
(c)
TERMINATION
FOR CAUSE . Upon the termination
of Employee’s employment by the Company for Cause (as defined
below), the Company shall have no further obligation hereunder,
except for the payment of any Accrued Obligations (as defined in
paragraph 1(g) below). As used herein,
“Cause” shall mean: (i) the plea of guilty
or nolo contendere to, or conviction for, the commission of a
felony offense by Employee; provided , however , that
after indictment, the Company may suspend Employee from the
rendition of services, but without limiting or modifying in any
other way the Company’s obligations under this Agreement;
(ii) a material breach by Employee of a fiduciary duty owed to
the Company; (iii) a material breach by Employee of any of the
covenants made by Employee in Section 2 hereof; (iv) the
willful or gross neglect by Employee of the material duties
required by this Agreement; or (v) a violation by Employee of
any Company policy pertaining to ethics, wrongdoing or conflicts of
interest.
(d)
TERMINATION BY
THE COMPANY OTHER THAN FOR DEATH, DISABILITY OR CAUSE
. If
Employee’s employment hereunder is terminated prior to the
expiration of the Term by the Company for any reason other than
Employee’s death or Disability or for Cause, then
(i) the Company shall pay to Employee an amount equal to the
Base Salary that Employee would have been paid from the date of
such termination through the end of the Term had the
Employee’s employment not terminated, payable in equal
biweekly installments
(or, if different, in
accordance with the Company’s payroll practice as in effect
from time to time) over the course of the then remaining Term (the
“Cash Severance Payments”); and (ii) the Company
shall pay Employee within thirty (30) days of the date of such
termination in a lump sum in cash any Accrued Obligations (as
defined in paragraph 1(g) below). The payment to
Employee of the severance benefits described in this
Section 1(d) shall be subject to Employee’s
execution and non-revocation of a general release of the Company
and its affiliates, in a form substantially similar to that used
for similarly situated executives of the Company and its
affiliates, and Employee’s compliance with the restrictive
covenants set forth in Section 2 hereof. Employee
acknowledges and agrees that the severance benefits described in
this Section 1(d) constitutes good and valuable
consideration for such release.
(e)
RESIGNATION BY
EMPLOYEE FOR CHANGE IN REPORTING OFFICER . In the event that a
General Counsel or Chief Legal Officer of the Company is hired and
made the Reporting Officer (the “Reporting Officer
Change”), and after a good faith effort to work under such
Reporting Officer, including discussing with senior management of
the Company any issues Employee has about such Reporting Officer,
Employee determines, in his sole discretion, that there is a
significant style and/or personality conflict with such Reporting
Officer, then Employee may, conditioned upon his continued
compliance with Section 2 of these Standard Terms and
Conditions for their duration, resign from employment by the
Company and (i) the Company shall pay to Employee the Cash
Severance Payme
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