Exhibit 10.3
AMENDMENT NO. 1
TO
EMPLOYMENT AGREEMENT
DATED AS OF MAY 19, 2008 BETWEEN BRIAN REGAN AND
TICKETMASTER L.L.C.
This Amendment No. 1 (this “
Amendment ”) is entered into as of December 31,
2008, with regard to that certain Employment Agreement dated as of
May 19, 2008, between Brian Regan and Ticketmaster L.L.C. (the
“ Agreement ”). All capitalized terms used
herein without definition will have the meaning given them in the
Agreement.
WHEREAS, the Company and Employee desire to
amend the terms of the Agreement as set forth herein in order to
comply with the provisions of Section 409A of the Internal
Revenue Code of 1986, as amended from time to time (the “
Code ”), and the rules and regulations
promulgated thereunder.
NOW, THEREFORE, the parties agree that the
following amendments to the Agreement are adopted, effective as of
December 31, 2008:
1.
The following new Section 7A is
hereby added to the Agreement immediately following Section 6A
thereof:
“7A.
SECTION 409A
COMPLIANCE.
(a)
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 ”). It is
intended that any amounts payable under this Agreement and the
Company’s and Employee’s exercise of authority or
discretion hereunder shall comply with and avoid the imputation of
any tax, penalty or interest under Section 409A of the
Code. This Agreement shall be construed and interpreted
consistent with that intent.
(b)
With regard to any provision herein
that provides for reimbursement of costs and expenses or in-kind
benefits, except as permitted by Section 409A, all such
payments shall be made on or before the last day of calendar year
following the calendar year in which the expense occurred.
Such reimbursement obligations pursuant to this Agreement are not
subject to liquidation or exchange for another benefit and the
amount of such benefits that Employee receives in one taxable year
shall not affect the amount of such benefits that Employee receives
in any other taxable year.”
