Exhibit 10.25
AMENDMENT
TO
EMPLOYMENT
AGREEMENT
This Amendment to
the Employment 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
Elizabeth K. (Kathy) Willard (the
“Employee”).
WHEREAS, the parties entered into
that certain Employment Agreement effective as of September 1,
2007 (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. Section 3(b) of the Original
Agreement is hereby amended by inserting the following sentence at
the end of the Section:
“The annual performance bonus,
if any, shall be paid in one lump sum in the year following the
year in which such performance bonus was earned.”
2. Section 3(f) of the Original
Agreement is hereby amended by inserting the following sentence at
the end of the Section:
“Such reimbursements shall be
made no later than December 31 of the year following the year
in which the relocation expense was incurred, and such tax gross-up
payment shall be made no later than December 31 of the year
following the year in which the Employee remits the related taxes
to the applicable tax authority.”
3. The last sentence of the first
paragraph of Section 8(d) of the Original Agreement is hereby
amended to read in its entirety as follows:
“In addition, if the Employee
signs 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 Section 8(f), within 90 days after such
termination, but in no event later than March 15 of the
calendar year following the Employee’s termination, Live
Nation will pay to the Employee a lump sum amount equal to the
Employee’s highest monthly base salary for the period equal
to the greater of (i) 12 months or (ii) the remainder of
the Term, less appropriate payroll deductions.”
4. The second paragraph of
Section 8(d) of the Original Agreement is hereby amended by
inserting the following sentence before the last sentence of the
Section:
“Such reimbursements shall be
made no later than December 31 of the year following the year
in which the relocation expense was incurred, and such tax gross-up
payment shall be made no later than December 31 of the year
following the year in which the Employee remits the related taxes
to the applicable tax authority.”
5. Section 8(f) of the Original
Agreement is hereby amended and restated in its entirety to read as
follows.
“(f) Code Section 409A
Compliance .
(i) 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.
(ii) 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 a
termination of employment, the date that the Employee is deemed to
have incurred a termination of employment shall be the date on
which the Employee has in
