AMENDED AND RESTATED EMPLOYMENT AGREEMENT

EXHIBIT 10.1

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This Amended and Restated Employment Agreement (the “Agreement”) is dated effective as of January 1, 2007 (the “Effective Date”) by and between Live Nation Worldwide, Inc., a Delaware corporation (the “Company”), and Michael Rapino (the “Executive”).

WHEREAS, the Company and the Executive as parties to that certain Employment Agreement dated August 17, 2005, as amended effective March 1, 2006 (the “Existing Agreement”).

WHEREAS, the Company and the Executive desire to amend and restate the terms of the Existing Agreement to be effective as of the Effective Date.

NOW, THEREFORE, in consideration of the premises and the mutual covenants set forth below, the parties hereby amend and restate the Existing Agreement effective as of the Effective Date as follows:

1.  Employment . The Company hereby agrees to continue to employ the Executive as its President and Chief Executive Officer , and the Executive hereby accepts such continued employment, on the terms and conditions hereinafter set forth.

2.  Term . The period of employment of the Executive by the Company under this Agreement (the “Employment Period”) shall commence on the Effective Date and shall have an original term of three years, and shall be automatically extended thereafter for successive terms of one year each, unless either party provides notice to the other at least 12 months prior to the expiration of the original or any extension term that the Agreement is not to be extended. The Employment Period may be sooner terminated by either party in accordance with Section 6 of this Agreement.

3.  Position and Duties . During the Employment Period, the Executive shall serve as President and Chief Executive Officer of the Company, and shall report solely and directly to the Board of Directors (the “Board”) of Live Nation, Inc. The Executive shall have those powers and duties normally associated with the positions of President and Chief Executive Officer of entities comparable to Live Nation, Inc., but in no event less than the powers and duties the Executive had as President and Chief Executive Officer of the Company during the 12 months immediately preceding the Effective Date, and such other powers and duties as may be prescribed by the Board; provided, that such other powers and duties are consistent with Executive’s positions as President and Chief Executive Officer. The Executive shall devote as much of his working time, attention and energies during normal business hours (other than absences due to illness or vacation) to satisfactorily perform his duties for the Company. Notwithstanding the above, the Executive shall be permitted, to the extent such activities do not substantially interfere with the performance by the Executive of his duties and responsibilities hereunder or violate Section 11 hereof, to (i) manage the Executive’s personal, financial and legal affairs, (ii) serve on civic or charitable boards or committees (it being expressly understood and agreed that the Executive’s continuing to serve on any such boards and/or committees on which the Executive is serving, or with which the Executive is otherwise associated, as of the Effective Date shall be deemed not to interfere with the performance by the Executive of his duties and responsibilities under this Agreement) and (iii) deliver lectures or fulfill speaking engagements. During the Employment Period, for so long as the Executive remains an officer of the Company, the Executive shall also serve as a member of the Board and the board of directors of the Company.

4.  Place of Performance . The principal place of employment of the Executive shall be at the Company’s principal executive offices in Los Angeles, California.

5.  Compensation and Related Matters .

(a) Base Salary . During the Employment Period, the Company shall pay the Executive a base salary at the rate of not less than $950,000 per year (“Base Salary”). The Executive’s Base Salary shall be paid in approximately equal installments in accordance with the Company’s customary payroll practices. The Compensation Committee of the Board (the “Compensation Committee”) shall review the Executive’s Base Salary for increase (but not decrease) no less frequently than annually and consistent with the executive compensation practices and guidelines of the Company. If the Executive’s Base Salary is increased by the Company, such increased Base Salary shall then constitute the Base Salary for all purposes of this Agreement. The Base Salary will be increased by a minimum of $25,000 per year in each of 2008 and 2009. The difference between the base salary paid during 2007 prior to the execution of this Agreement and Base Salary for 2007 retroactive to January 1, 2007 will be paid no later than the second regular payday after the execution of this Agreement.

(b) Performance Bonus . In addition to Base Salary, the Executive shall be eligible to receive an annual cash bonus (the “Performance Bonus”), with a target amount equal to 100% of his Base Salary (the “Target Bonus”). The Compensation Committee will establish financial performance targets of the Company as measured in the achievement of Earnings Before Interest, Taxes, Depreciation and Amortization as defined by the Company and as adjusted for acquisitions and dispositions (“Target EBITDA”). With respect to each fiscal year during the Employment Period:

(i) if the Company achieves the Target EBITDA for such year, then the Executive will receive the full Target Bonus;

(ii) if the Company exceeds the Target EBITDA for such year, then the Executive will receive a Performance Bonus in excess of the Target Bonus, based on a range of Performance Bonuses in excess of the Target Bonus and based on a range of EBITDA in excess of the Target EBITDA, as established by the Compensation Committee in its discretion prior to the beginning of each such year; and

(iii) if the Company achieves less than the Target EBITDA for such year, then the Executive will receive a Performance Bonus which is less than the Target Bonus, based on a range of Performance Bonuses which are less than the Target Bonus and based on a range of EBITDA which is less than the Target EBITDA, as established by the Compensation Committee in its discretion prior to the beginning of each such year.

The Target EBITDA will be subject to equitable adjustment by the Compensation Committee to take into account material acquisitions, dispositions and other material extraordinary events; provided, that the parties hereto will use their reasonable best efforts to facilitate the payment of the bonuses hereunder on a basis that is consistent with such payments qualifying for the performance-based compensation exception under Section 162(m) of the Internal Revenue Code of 1986, as amended and the regulations thereunder (the “Code”). The Performance Bonus, if any, shall be payable in one lump sum between January 1 and March 15 of the year following the year for which the Performance Bonus was earned. The Executive will receive the Performance Bonus for which he is entitled for each year in which he was employed by the Company, even if the Executive is not employed on the actual date on which the Performance Bonus is paid or payable for such year. The financial performance targets established by the Compensation Committee for purposes of this Section 5(b) and Section 5(h) below in each year during the Employment Period will be based on a stated level of EBITDA unless the Company and the Executive agree on a different measure of financial performance. If in any year the Compensation Committee establishes financial performance criteria applicable to other executives, whether in connection with cash performance bonuses, performance-based equity compensation or otherwise, the Compensation Committee will not make the Executive subject to a higher financial performance goal in connection with Sections 5(b) or 5(h) of this Agreement than the highest performance goal established for any such other executive that is based on the same financial measure as that selected for the Executive.

(c) Retention Bonus . The Company shall pay to the Executive, no later than the second regular payday after the execution of this Agreement, $1,000,000 as a retention bonus (the “Retention Bonus”). The Retention Bonus will be offset against any Performance Bonus(es) subsequently earned by the Executive under this Agreement. If the Executive is still employed with the Company as of December 31, 2009 (the “Target Date”), any remaining Retention Bonus that has not been so offset (“Unearned Portion of the Retention Bonus”) shall be deemed earned by the Executive. If the Executive’s employment is terminated before the Target Date, any remaining Unearned Portion of the Retention Bonus shall be treated as follows: (i) if the Executive is terminated for Cause or terminates without Good Reason, the Executive shall repay an Unearned Portion of the Retention Bonus within ten business days following such termination; or (ii) if the Executive is terminated (A) without Cause or (B) due to death or Disability or if the Executive terminates with Good Reason, the Executive shall be deemed to have earned any otherwise Unearned Portion of the Retention Bonus. The Executive acknowledges that the Retention Bonus shall be subject to withholding in accordance with the Company’s ordinary payroll practices.

(d) Expenses and Perquisites . The Company shall promptly reimburse the Executive for all reasonable business expenses upon the presentation of reasonably itemized statements of such expenses, in accordance with the Company’s policies and procedures now in force or as such policies and procedures may be modified generally with respect to senior executive officers of the Company. In addition, during the Employment Period, the Executive shall be entitled to, at the sole expense of the Company, the use of an automobile appropriate to his position and no less qualitative than the Executive’s current automobile, payment by the Company of any lease payments in connection therewith and the cost of insurance and other reasonable costs related thereto.

(e) Vacation . The Executive shall be entitled to the number of weeks of paid vacation per year that he was eligible for immediately prior to the date of this Agreement, but in no event less than four weeks annually. Unused vacation may be carried forward from year to year. Vacation shall otherwise be governed by the policies of the Company, as in effect from time to time. In addition to vacation, the Executive shall be entitled to the number of sick days and personal days per year that other senior executive officers of the Company with similar tenure are entitled to under the Company’s policies.

(f) Services Furnished . During the Employment Period, the Company shall furnish the Executive with office space, stenographic and secretarial assistance and such other facilities and services no less favorable than what he was receiving immediately prior to the date of this Agreement or, if better, as provided to other senior executive officers of the Company.

(g) Welfare, Pension and Incentive Benefit Plans . During the Employment Period, subject to the terms of the applicable plan documents and generally applicable Company policies, the Executive (and his spouse and dependents to the extent provided therein) shall be entitled to participate in and be covered under all the welfare benefit plans or programs maintained by the Company from time to time for the benefit of its senior executives, including, without limitation, all medical, hospitalization, dental, disability, accidental death and dismemberment and travel accident insurance plans and programs. During the Employment Period, the Company shall provide to the Executive (and his spouse and dependents to the extent provided under the applicable plans or programs) the same type and substantially equivalent levels of participation and employee benefits (other than severance pay plans and, except with the express consent of the Board, incentive bonus programs other than as explicitly set forth in Section 5(b) and 5(h) hereof) as are being provided to other senior executives (and their spouses and dependents to the extent provided under the applicable plans or programs) on the Effective Date, subject to modifications affecting all senior executive officers.

(h) Equity Incentive Awards .

(i) Restricted Shares Associated with Corporate Financial Performance . In addition to the Performance Bonus provided by Section 5(b), on the date on which the Compensation Committee approves this Agreement and prior to March 31 of each year of this Agreement beginning in 2008, the Executive will receive an annual grant of 100,000 shares of restricted stock. Those 100,000 shares of restricted stock will vest and the restrictions will lapse in equal installments of 50,000 shares per year over two years only if the Company achieved the financial performance targets established by the Compensation Committee for the year of the grant.

With respect to each annual grant under this Section 5(h)(i), the shares of restricted stock will vest and the restrictions will lapse as set forth below only if the Company achieved the financial performance targets established by the Compensation Committee for purposes of determining the Performance Bonus under Section 5(b) for the year of the grant. If the Company did not achieve its financial performance targets during the year of the grant, the restricted shares will not vest and, upon such determination, will be forfeited.

If the Company achieved its financial performance targets for the relevant year, 50,000 shares awarded during that year will vest and the restrictions shall lapse on March 31 of the first year following the grant; and the remaining 50,000 shares will vest and the restrictions will lapse on March 31 of the second year following the grant.

(ii) Restricted Shares Associated with Management Objectives . In addition to the Performance Bonus provided by Section 5(b) and the restricted shares provided by Section 5(h)(i), on the date on which the Compensation Committee approves this Agreement and prior to March 31 of each year of this Agreement beginning in 2008, the Executive will receive an additional annual grant of 50,000 shares of restricted stock. Each annual award of restricted stock pursuant to this Section 5(h)(ii) will have a different restricted period. Those 50,000 shares of restricted stock will vest and the restrictions will lapse in equal installments of 25,000 shares per year over two years only if the Executive satisfies the objectives for the Executive specified in writing by the Compensation Committee on or before March 31 of the year of grant.

With respect to each annual grant under this Section 5(h)(ii), the shares of restricted stock will vest and the restrictions will lapse as set forth below only if the Executive satisfied the objective(s). If the Executive did not satisfy the specific objective(s) during the year of the grant, the restricted shares will not vest and, upon such determination, will be forfeited.

If the Executive satisfied the objective(s) for the relevant year, one-half of the shares awarded during that year will vest and the restrictions shall lapse on March 31 of the first year following the grant; and the remaining half of the shares will vest and the restrictions will lapse on March 31 of the second year following the grant.

(iii) Restricted Shares . In addition to the restricted shares subject to Section 5(h)(i) and Section 5(h)(ii), on the date on which the Compensation Committee approves this Agreement the Executive will receive an additional grant of 300,000 shares of restricted stock. Those 300,000 shares of restricted stock will vest and the restrictions will lapse in equal installments of 75,000 shares per year over four years on December 31 of each of calendar years 2007-2010.

The restricted shares granted to the Executive pursuant to Sections 5(h)(i)-(iii) will be subject to the terms and conditions of restricted stock agreements approved by the Compensation Committee. Upon the occurrence of a Change in Ownership or Control (as defined in 26 C.F.R. § 1.280G-1 (Q/A 27, 28 & 29)), of Live Nation, Inc. (a “Change of Control”), the restricted shares granted to the Executive pursuant to Sections 5(h)(i)-(iii), will vest and the restrictions will lapse, and any unvested stock options and shares of restricted stock granted to the Executive in 2005 and 2006 will vest, or restrictions will lapse, as the case may be, and become immediately exercisable or transferable.

6.  Termination . The Executive’s employment hereunder may be terminated during the Employment Period under the following circumstances:

(a) Death . The Executive’s employment hereunder shall terminate upon his death.

(b) Disability . If, as a result of the Executive’s incapacity due to physical or mental illness, the Executive shall have been substantially unable to perform his duties hereunder notwithstanding the provision of reasonable accommodation for a period of six consecutive months, and within 30 days after written Notice of Termination is given after such six-month period the Executive shall not have returned to the substantial performance of his duties on a full-time basis, the Company shall have the right to terminate the Executive’s employment hereunder for “Disability,” and such termination in and of itself shall not be, nor shall it be deemed to be, a breach of this Agreement.

(c) Cause . The Company shall have the right to terminate the Executive’s employment for Cause by providing the Executive with a written Notice of Termination, and such termination in and of itself shall not be, nor shall it be deemed to be, a breach of this Agreement. For purposes of this Agreement, “Cause” shall mean:

The decision to terminate the Executive for Cause shall be determined by at least a majority of the members of the Board at a meeting of the Board called and held for such purpose, provided that at least a majority of the members of the Board has determined prior to such meeting that Cause exists. This Section 6(c) shall not prevent the Executive from challenging in any arbitration or court of competent jurisdiction the Board’s determination that Cause exists or that the Executive has failed to cure any act (or failure to act) that purportedly formed the basis for the Board’s determination.

(d) Good Reason . The Executive may terminate his employment for “Good Reason” by providing the Company with a written Notice of Termination at any time following the occurrence of the following events; except that a written Notice of Termination with respect to a Change of Control pursuant to clause (vii) below may not be provided by the Executive until the 180th day following the consummation of the Change of Control. The following events, without the written consent of the Executive, shall constitute Good Reason:

The Executive expressly acknowledges and agrees that the Company’s provision of notice of non-renewal of the Agreement pursuant to Section 2 hereof, alone or in combination with the transition of the Executive’s duties to another employee during the notice period, shall not constitute Good Reason.

(e) Without Cause . The Company shall have the right to terminate the Executive’s employment hereunder without Cause by providing the Executive with a Notice of Termination at least 30 days prior to such termination, and such termination shall not in and of itself be, nor shall it be deemed to be, a breach of this Agreement. In the event of termination pursuant to this Section 6(e), the Board may elect to waive the period of notice, or any portion thereof, and, if the Board so elects, the Company will pay the Executive his Base Salary for the initial 30 days of the notice period or for any lesser remaining portion of such period, payable in accordance with the regular payroll practices of the Company.

(f) Without Good Reason . The Executive shall have the right to terminate his employment hereunder without Good Reason by providing the Company with a Notice of Termination at least 30 days prior to such termination, and such termination shall not in and of itself be, nor shall it be deemed to be, a breach of this Agreement. In the event of termination pursuant to this Section 6(f), the Board may elect to waive the period of notice, or any portion thereof, and, if the Board so elects, the Company will pay the Executive his Base Salary for the initial 30 days of the notice period or for any lesser remaining portion of such period, payable in accordance with the regular payroll practices of the Company.

7.  Termination Procedure .

(a) Notice of Termination . Any termination of the Executive’s employment by the Company or by the Executive during the Employment Period (other than termination pursuant to Section 6(a)) shall be communicated by written Notice of Termination to the other party hereto in accordance with Section 15. For purposes of this Agreement, a “Notice of Termination” shall mean a notice which indicates the specific termination provision in this Agreement relied upon, and sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated.

(b) Date of Termination . “Date of Termination” shall mean (i) if the Executive’s employment is terminated by his death, the date of death, (ii) if the Executive’s employment is terminated pursuant to Section 6(b), 30 days after Notice of Termination (provided that the Executive shall not have returned to the substantial performance of his duties on a full-time basis during such 30 day period) and (iii) if the Executive’s employment is terminated for any other reason, the date on which a Notice of Termination is given or any later date set forth in such Notice of Termination.

8.  Compensation Upon Termination or During Disability . In the event the Executive is disabled or his employment terminates during the Employment Period, the Company shall provide the Executive with the payments and benefits set forth below; provided, however, that any obligation of the Company to the Executive under Section 8(a), other than for Final Compensation, is expressly conditioned upon the Executive signing and returning to the Company a timely and effective release of claims substantially in the form attached hereto as Exhibit A (the “Executive Release of Claims”). Following the Company’s receipt of a timely and effective Executive Release of Claims, the Company and Live Nation, Inc. shall execute a release of claims in favor of the Executive substantially in the form attached hereto as Exhibit B . The Executive Release of Claims required for separation benefits in accordance with Section 8(a) creates legally binding obligations on the part of the Executive, and the Company and its Affiliates therefore advise the Executive and his beneficiary or legal representative, as applicable, to seek the advice of an attorney before signing it.

(a) Termination by Company Without Cause or by Executive for Good Reason . If the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason: