AMENDED AND RESTATED EMPLOYMENT AGREEMENT

EXHIBIT 10.2

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

     THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“ Agreement ”) is made and entered into as of this 8th day of November, 2006 (the “ Amendment Effective Date ”), by and between Theatre Direct NY, Inc. , a Delaware corporation (“ TDI ”), Broadway.com, Inc. , a Delaware corporation (“ Broadway ”), Hollywood Media Corp. , a Florida corporation (“ HMC ”), and Mr. Matthew Kupchin, a New York resident (the “ Employee ”).

RECITALS

A.		TDI, a subsidiary of HMC, is a live theater ticketing wholesaler that provides individuals and group buyers, including travel agents and tour groups, with access to theater tickets and knowledgeable service, covering shows on Broadway, off-Broadway, and in London’s West End. TDI also manages a marketing cooperative that represents participating Broadway shows to the travel industry around the world.
B.		Broadway, a subsidiary of HMC, offers the ability to purchase Broadway, off-Broadway and London’s West End theater tickets online and, through HMC’s 1-800-BROADWAY toll-free number, over the telephone.
C.		The Employee currently serves as the President and Chief Operating Officer of each of TDI and Broadway pursuant to a written Employment Agreement with TDI, Broadway and HMC (the “ Current Employment Agreement ”) entered into as of May 24, 2005 (the “ Effective Date ”).
D.		The Employee is experienced in, and knowledgeable concerning, one or more aspects of the business of TDI and Broadway (collectively, the “ Broadway Ticketing Division ”) and is able to render services to the Broadway Ticketing Division that are of a special, unique, extraordinary and intellectual character concerning the Broadway Ticketing Division’s business; and
E.		The Broadway Ticketing Division, HMC and the Employee mutually desire to amend and restate the Current Employment Agreement in order to agree upon the terms of the Employee’s future employment with the Broadway Ticketing Division and related matters as provided in this Agreement.

AGREEMENT

     NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, the parties agree as follows:

     1.  Term and Employment Period . The Broadway Ticketing Division shall employ the Employee, and the Employee shall serve the Broadway Ticketing Division, on the terms and conditions set forth herein for the period commencing on and as of the Effective Date and shall terminate on the date three (3) years following the Effective Date (the “ Initial Term ”), unless terminated earlier in accordance with the terms of this Agreement; provided , however , that the term of this Agreement shall be extended for additional one-year periods (each, an “ Extension Term ”) unless any party notifies the other party in writing at least thirty (30) days prior to the expiration of the Initial Term or any Extension Term. The Initial Term, together with any Extension Term, is collectively referred to as the “ Employment Period. ” Effective as of the Effective Date of this Agreement, that certain Employment Agreement, dated as of August 11, 2003, by and between TDI and the Employee (the “ Prior Agreement ”) is hereby terminated and cancelled in all respects, and no party thereto or hereto has any obligation to the other under the Prior Agreement.

     2.  Duties, Responsibilities and Authority of the Employee . During the Employment Period, the Employee shall serve as the President and Chief Operating Officer of TDI and the President and Chief Operating Officer of Broadway, shall report to the Chief Executive Officer, President or Chief Operating Officer of HMC (as determined by the Chief Executive Officer of HMC), and shall diligently and faithfully perform all duties and responsibilities as may be assigned to him from time to time by or upon the authority of Board of Directors of TDI, the Board of Directors of Broadway or the Chief Executive Officer, President or Chief Operating Officer of HMC, in each case consistent with his positions. Such duties shall specifically include: (a) the duty to promptly report to the Chief Executive Officer, President or Chief Operating Officer of HMC any event or occurrence in the Broadway Ticketing Division’s business that would reasonably be expected to be material to such business or HMC; and (b) the duty to obtain the written consent of the Chief Executive Officer, President or Chief Operating Officer of HMC prior to the entry into any contract or arrangement by or on behalf of the Broadway Ticketing Division or its business (i) involving any payment or series of payments by or to the Broadway Ticketing Division of more than $15,000, whether in one or a series of transactions, or (ii) which is for a term of more than two years and is not cancelable by the Broadway Ticketing Division on sixty (60) days’ or less prior written notice (without penalty or payment of any kind). The Employee shall at all times perform his duties and responsibilities under this Agreement and conduct the Broadway Ticketing Division’s business in compliance with all applicable laws, rules, regulations or ordinances and in compliance with any judgments, order or decrees or other legal obligations binding on the Broadway Ticketing Division and HMC. During the Employment Period, the Employee shall devote all of the Employee’s working time to the performance of the services required under this Agreement and shall not engage in any other business matters.

     3.  Compensation .

     (a)  Base Salary . The Employee shall be paid a base annual salary during the period he is employed hereunder at the annual rate of two hundred twenty-five thousand dollars ($225,000) (the “ Base Salary ”), with such Base Salary (i) to be deemed effective as of February 11, 2005 and (ii) payable in installments consistent with the Broadway Ticketing Division’s normal payroll schedule, subject to applicable withholding and other taxes. In addition, the Base Salary shall be increased by twenty-five thousand dollars ($25,000) on each of the first and second anniversaries of the Effective Date.

     (b)  Stock Options . On the Effective Date, the Employee shall be granted options to purchase 40,000 shares (the “ Options ”) of HMC’s common stock, par value $.01 per share (the “ Common Stock ”). The Options will have an exercise price equal to the closing sale price of the Common Stock on the Nasdaq National Market on the trading day immediately preceding the Effective Date. The Options will be fully vested as of the Effective Date and will have a five-year term from the date of grant. The Options shall be granted under (and therefore subject to all terms and conditions of) HMC’s applicable stock option plan, as amended, and any successor plan thereto and all rules and regulations of the Securities and Exchange Commission applicable to stock option plans.

     (c)  EBITDA Bonuses . In addition to the Base Salary set forth above, the Employee shall have the right to receive additional cash bonuses as follows:

(i)

2005 EBITDA Bonus . If the Broadway Ticketing Division EBITDA (as defined in Section 3(d) below) achieved for the fiscal year ended December 31, 2005 equals or exceeds the Broadway Ticketing Division EBITDA budgeted for the fiscal year ended December 31, 2005, then the Employee shall be entitled to receive a cash bonus equal to $25,000 (the “ 2005 EBITDA Bonus ”). The 2005 EBITDA Bonus, if earned, shall be (A) subject to applicable withholding and other taxes and (B) due and payable on May 31, 2006.

	(ii)		Annual EBITDA Bonuses . For each of the fiscal years ended December 31, 2005, 2006 and 2007 (each, a “ Bonus Year ”), the Employee shall be entitled to receive the following: (A) for the 2005 Bonus Year, the Employee shall be entitled to receive a cash bonus equal to ten percent (10%) of the difference between the Broadway Ticketing Division EBITDA achieved for the fiscal year ended December 31, 2005 and the Broadway Ticketing Division EBITDA achieved for the fiscal year ended December 31, 2003; (B) for the 2006 Bonus Year, the Employee shall be entitled to receive a cash bonus equal to ten percent (10%) of the difference between the Broadway Ticketing Division EBITDA achieved for the fiscal year ended December 31, 2006 and the Broadway Ticketing Division EBITDA achieved for the fiscal year ended December 31, 2004; and (C) for the 2007 Bonus Year, the Employee shall be entitled to receive a cash bonus equal to ten percent (10%) of the difference between the Broadway Ticketing Division EBITDA achieved for the fiscal year ended December 31, 2007 and the Broadway Ticketing Division EBITDA achieved for the fiscal year ended December 31, 2005. Each of the above referenced bonuses, if earned, shall be (1) subject to applicable withholding and other taxes and (2) due and payable on May 31 in the year following the Bonus Year applicable to such bonus.
	(iii)		For purposes of this Agreement, “ Broadway Ticketing Division EBITDA ” for any specified period means the Broadway Ticketing Division’s Net Income for such specified period plus (i) federal income taxes deducted in determining the Broadway Ticketing Division’s Net Income for that period, (ii) any interest on indebtedness for borrowed money deducted in determining the Broadway Ticketing Division’s Net Income for that period, and (iii) any depreciation expense and amortization expense (including any amortization for equipment, software or labor expenses paid in cash during the applicable period) deducted in determining the Broadway Ticketing Division’s Net Income for that period. The parties acknowledge that any negative EBITDA incurred at Theatre.com UK Limited will be excluded from the calculation of Broadway Ticketing Division EBITDA for purposes of calculating the annual EBITDA bonuses pursuant to Section 3(c)(ii) above; provided , that any future positive EBITDA generated by Theatre.com UK Limited will be excluded from the annual calculations of Broadway Ticketing Division EBITDA until such time that the aggregate amount of positive EBITDA generated by Theatre.com UK Limited exceeds the aggregate amount of negative EBITDA incurred at Theatre.com UK Limited previously excluded from such annual EBITDA calculations pursuant to this sentence. Broadway Ticketing Division EBITDA shall be determined in good faith by HMC’s principal accounting officer (which person currently is HMC’s Chief Accounting Officer), based upon (A) generally accepted accounting principles in the United States (“ GAAP ”), (B) the Broadway Ticketing Division’s financial statements prepared in accordance with GAAP consistent with past practice to the extent permissible and practicable (including as prepared in connection with the preparation and audit of HMC’s audited consolidated financial statements (“ HMC Financial Statements ”)) and (C) the HMC Financial Statements. The Employee shall have the right to review any documents related to the calculation of Broadway Ticketing Division EBITDA and to receive a written explanation of how the Broadway Ticketing Division EBITDA was determined for each Bonus Year.

     (d)  Change of Control Bonuses . In addition to the Base Salary and EBITDA bonuses set forth above, the Employee shall have the right to receive one of the change of control bonuses detailed in Section 3(d)(i) and Section 3(d)(ii) below, depending on which bonus, if any, is triggered first:

	(i)		Broadway Change of Control Bonus . Upon the consummation of a Sale Transaction (as defined below) at any time during the Employment Period, the Employee shall be entitled to receive from HMC a lump sum payment in cash equal to the greater of (A) one million dollars ($1,000,000) and (B) two percent (2%) of the Net Proceeds paid to HMC or any of its affiliates pursuant to such Sale Transaction, subject to applicable withholding and other taxes (the “ Broadway Bonus Payment ”), and further subject to the terms set forth herein, including, but not limited to the employment commitment described in Section 3(d)(iv) below. For purposes of this Agreement: (1) “ Sale Transaction ” means the sale or transfer to a third party of at least fifty-one percent (51%) of the capital stock of the Broadway Ticketing Division or all or substantially all of the assets of the Broadway Ticketing Division through any structure or form of transaction (whether or not in connection with a liquidation of the Broadway Ticketing Division), including, but not limited to, a direct or indirect acquisition, merger, consolidation, restructuring, liquidation or any similar or related transaction; provided , that any joint venture, merger or similar transaction in which the Employee remains the President and Chief Operating Officer (or position of equal authority) of TDI and Broadway and the Broadway Ticketing Division or HMC retains a controlling interest shall not be deemed a Sale Transaction hereunder; and (2) “ Net Proceeds ” shall mean the aggregate consideration paid to HMC pursuant to the Sale Transaction less (x) prorations for any prepaid expenses, (y) any legal, investment banking or other fees and expenses incurred by HMC in connection with such Sale Transaction and (z) the aggregate purchase price paid, and related fees and expenses incurred, by Broadway and/or HMC in connection with the acquisition of any businesses by Broadway or its affiliates on or after the Amendment Effective Date.
	(ii)		HMC Change of Control Bonus . Upon the consummation of a Change of Control of HMC (as defined below) at any time during the Employment Period, the Employee shall be entitled to receive from HMC a lump sum payment in cash equal to the greater of (A) one million dollars ($1,000,000) and (B) an amount equal to two (2) times the salary and bonuses paid to the Employee pursuant to this Agreement during the twelve (12) consecutive calendar months immediately preceding the date of such Change of Control of HMC, in either case subject to applicable withholding and other taxes (the “ HMC Bonus Payment ”), and further subject to the terms set forth herein, including, but not limited to the employment commitment described in Section 3(d)(iv) below. For purposes of this Agreement, “ Change of Control of HMC ” shall mean any of the following: (1) the acquisition by any person, entity or group of fifty-one percent (51%) or more of HMC’s voting securities after which HMC’s current members of the Board of Directors (“ Board ”) cease to constitute at least a majority of the Board; (2) HMC’s current Board members (or persons appointed by them) cease to constitute at least a majority of the Board; (3) HMC’s shareholders approve a reorganization, merger or consolidation that results in current shareholders holding less than fifty-one percent (51%) of HMC’s stock and HMC’s current Board members cease to constitute at least a majority of the Board; or (4) the shareholders of HMC approve (x) a plan of liquidation or dissolution of HMC or (y) an agreement for the sale or disposition by HMC of all or substantially all of its assets, and such plan or agreement is consummated.
	(iii)		Additional Bonus Trigger . The Employee shall also be entitled to receive the Broadway Bonus Payment or HMC Bonus Payment, as applicable, if the Employee is terminated without Cause (as defined below) within six (6) months prior to the date of any Sale Transaction or Change of Control of HMC, as applicable (the “ Additional Bonus Trigger ”).

	(iv)		Employment Commitment . If the Sale Transaction or Change of Control of HMC triggering the applicable bonus payment occurs while the Employee is actively employed by the Broadway Ticketing Division, then, if requested by the Broadway Ticketing Division, the Employee agrees to continue his employment with the Broadway Ticketing Division for a period of up to one (1) year following the date of the Sale Transaction or Change of Control of HMC, as applicable, irrespective of the length of time remaining in the Employment Period (the “ Transition Period ”).
	(v)		Timing of Bonus Payments .

(A)

If the Sale Transaction or Change of Control of HMC occurs while the Employee is employed and the Broadway Ticketing Division requests that the Employee continue his employment during the Transition Period, then (1) fifty percent (50%) of the applicable bonus payment will be paid to the Employee by HMC upon the closing of the Sale Transaction or Change of Control of HMC and (ii) fifty percent (50%) of the applicable bonus payment will be held in an interest bearing escrow account, with principal and interest to be paid to the Employee upon the earlier to occur of (x) the expiration of the Transition Period or (y) the date six (6) months after the date of the Sale Transaction or Change of Control of HMC, subject to the Employee’s prior voluntary execution of a written release of any and all claims the Employee may assert against t