Exhibit 10.32
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 Jason
Garner (the “Employee”).
WHEREAS, the parties entered into
that certain Employment Agreement dated March 18, 2008 (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 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. The last sentence 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(g), within 90 days after such
termination, Live Nation will begin paying to the Employee in
regular installments in accordance with Live Nation’s payroll
practices and less appropriate payroll deductions, an amount equal
to the Employee’s monthly base salary for the greater of
(i) 12 months or (ii) the remainder of the
Term.”
3. Section 8(g) of the Original
Agreement is hereby amended and restated in its entirety to read as
follows.
“(g) 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 incurred a “separation from
service” within the meaning of Treasury Regulation section
1.409A-1(h), or in subsequent IRS guidance under Code section
409A.
(iii) For purposes of
Section 409A, each salary continuation payment payable under
Section 8(d) shall constitute a separate “payment”
within the meaning of Treasury Regulation
Section 1.409A-2(b)(2).
(iv) Notwithstanding anything in
this Agreement or elsewhere to the contrary, if Live Nation
reasonably determines that (A) the Employee is a
“specified employee” (within the meaning of Treasury
Regulation Section 1.409A-1(i)) on the date of the
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