Exhibit 10.1
EMPLOYMENT
AGREEMENT
THIS EMPLOYMENT AGREEMENT
(“Agreement”) is entered into by and between Chris
Riley (“Employee”) and Ticketmaster L.L.C., a Delaware
(the “Company”), as of December 9, 2004 and shall
be effective as of January 10, 2005 (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
. The Company agrees to employ
Employee as Vice President, Assistant General Counsel and Employee
accepts and agrees to such employment. 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. Employee shall render such other
services for the Company and corporations controlled by, under
common control with or controlling, directly or indirectly, the
Company, and to successor entities and assignees of the Company
(each, a “Company Affiliate”) as the Company may from
time to time reasonably request and as shall be consistent with the
duties Employee is to perform form the Company and with
Employee’s experience. During Employee’s
employment with the Company, Employee shall report directly to such
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 and status. 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 OF AGREEMENT
. The term
(“Term”) of this Agreement shall commence on the
Effective Date and shall continue for a period of three
(3) years unless sooner terminated in accordance with the
provisions of Section 1 of the Standard Terms and Conditions
attached hereto. For the avoidance of doubt, the
parties’ post-termination obligations including but not
limited to the confidentiality, covenant not to compete,
consulting, non-solicitation of employees, and non-solicitation of
clients provisions in the Agreement shall survive the Term of
Employee’s employment hereunder.
1.
3A.
COMPENSATION
.
(a)
BASE SALARY
. During the Term, the Company
shall pay Employee an annual
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base salary of $230,000 (the
“Base Salary”), payable in equal biweekly installments
or 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 Base
Salary as in effect from time to time.
(b)
DISCRETIONARY BONUS
. During the Term, 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 and
incentive programs as may be adopted from time to time by the
Company. Without limiting the generality of the foregoing,
Employee shall be entitled to the following benefits:
(i)
Reimbursement for Business
Expenses . During
the Term, the Company shall reimburse Employee for all reasonable
and necessary 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 Term, Employee shall be
entitled to paid vacation in accordance with the plans, policies,
programs and practices of the Company applicable to similarly
situated employees of the Company generally.
4.
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 hand delivery acknowledged in writing by the
recipient personally, and shall be deemed to have been duly given
three days after mailing or immediately upon duly acknowledged hand
delivery to the respective persons named below:
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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: Senior Vice-President Human
Resources
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and
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Attention: General Counsel
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With a copy to:
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IAC/Interactivecorp
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152 West 57 th Street
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New York, NY 10019
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Attention: General Counsel
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If to Employee:
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Chris Riley
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2811 W. Silver Lake Drive
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Los Angeles, CA 90039
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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 shall be governed by and construed under and in accordance
with the internal laws of the State of California without reference
to the principles of conflicts of laws. Any and all disputes
between the parties which may arise pursuant to this Agreement will
be heard and determined before an appropriate federal court in
California , or, if not maintainable therein, then in an
appropriate California state court. The parties acknowledge
that such courts have jurisdiction to interpret and enforce the
provisions of this Agreement, and the parties consent to, and waive
any and all objections that they may have as to, personal
jurisdiction and/or venue in such courts.
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. 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.
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 as of December 9, 2004.
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Ticketmaster
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8800 Sunset Blvd
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West Hollywood, CA 90069
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By:
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/s/ Brad
Serwin
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Brad Serwin
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EVP and General Counsel
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/s/ Chris
Riley
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Chris Riley
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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 30 days of Employee’s death in a lump
sum in cash, Employee’s Base Salary through the end of the
month in which death occurs and any Accrued Obligations (as defined
in paragraph 1(f) 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 consecutive months and, within 30 days
after written notice is provided to Employee by the Company (in
accordance with Section 4A above), 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 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
Accrued Obligations (as defined in paragraph
1(f) below).
(c)
TERMINATION FOR CAUSE
. The Company may terminate
Employee’s employment under this Agreement for Cause at any
time prior to the expiration of the Term. 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; (v) a material
breach by the Employee of his duty not to engage in any transaction
that represents, directly or indirectly, self-dealing with the
Company or any Company Affiliates which has not been approved by a
majority of the disinterested directors of the Company’s
Board of Directors, if such material breach remains uncured after
the lapse of 30 days following the date that the Company has given
the Employee written notice thereof; (vi) any act of
misappropriation, embezzlement, intentional fraud or similar
contact involving the Company or any Company Affiliates;
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and (vii) intentional
infliction of any damage of a material nature to any property of
the Company or any Company Affiliates or (viii) a violation of
any Company policy pertaining to ethics, wrongdoing or conflicts of
interest. In the event of Employee’s termination for
Cause, this Agreement shall terminate without further obligation by
the Company, except for the payment of any Accrued Obligations (as
defined in paragraph 1(f) below).
1. TERMINATION BY THE COMPANY OTHER THAN FOR DEATH,
DISABILITY OR CAUSE . If Employee’s employment is
terminated by the Company for any reason other than
Employee’s death or Disability or for Cause, then
(i) the
