AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT DATED AS OF NOVEMBER 4, 2004 BETWEEN CHRIS RILEY AND TICKETMASTER L.L.C

Employment Agreement Amendment

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TICKETMASTER ENTERTAINMENT, INC. | CHRIS RILEY AND TICKETMASTER LLC

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Title: AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT DATED AS OF NOVEMBER 4, 2004 BETWEEN CHRIS RILEY AND TICKETMASTER L.L.C
Date: 8/21/2009
Industry: Computer Services Sector: Technology

Exhibit 10.1

AMENDMENT NO. 2

EMPLOYMENT AGREEMENT
DATED AS OF NOVEMBER 4, 2004 BETWEEN CHRIS RILEY AND TICKETMASTER L.L.C.

This Amendment No. 2 (this “ Amendment ”) is entered as of August 17, 2009 (the “ Amendment Effective Date ”) , with regard to that certain Employment Agreement dated as of November 4, 2004, between Chris Riley (“ Employee ”) and Ticketmaster L.L.C. (the “ Company ”), as amended by that certain Amendment No. 1 to Employment Agreement dated as of January 4, 2008 (as amended, the “ Agreement ”). All capitalized terms used herein without definition will have the meaning given them in the Agreement.

WHEREAS, it is the intention of the parties to amend the terms of the Agreement as set forth below.

NOW, THEREFORE, the parties agree as follows:

1. Section 1A of the Agreement is hereby amended to provide that, effective as of the Amendment Effective Date, Employee is employed by the Company as General Counsel, Senior Vice President and Secretary.

2. Section 2A of the Agreement is hereby amended, effective as of the Amendment Effective Date, to extend the Term (as defined in the Agreement) until the third anniversary of the Amendment Effective Date, unless terminated in accordance with the provisions of Section 1 of the Standard Terms and Conditions attached to the Agreement.

3. Section 3A(a) of the Agreement is hereby amended, effective as of October 28, 2008, to increase Employee’s Base Salary (as defined in the Agreement) to $325,000 per year. Further, Section 3A(a) of the Agreement is hereby amended, effective as of the Amendment Effective Date, to increase Employee’s Base Salary to $400,000 per year.

4. The Company hereby agrees to pay Employee a one-time signing bonus of $100,000 promptly following the Amendment Effective Date, subject to all applicable withholdings.

5. A new Section 7A is hereby added to the Agreement to read in its entirety as follows:

“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. Each amount to be paid or benefit to be provided to Employee shall be construed as a “separate identified payment” for purposes of Section 409A to the fullest extent permitted therein.

(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. “

6. Section 1(d) of the Standard Terms and Conditions included as part of the Agreement is hereby superseded and replaced in its entirety with the following, effective as of the Amendment Effective Date:

(d) TERMINATION BY THE COMPANY OTHER THAN FOR DEATH, DISABILITY OR CAUSE; RESIGNATION BY EMPLOYEE WITH GOOD REASON . If, prior to expiration of the Term, Employee’s employment with the Company is terminated (A) by the Company for any reason other than Employee’s death or Disability or for Cause or (B) by Employee’s resignation for Good Reason:

(i) the Company shall pay Employee the Base Salary through the earlier of (1) the twelve-month anniversary of the date of termination or (2) the end of the Term, in either case payable in eq

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