For all purposes under this Agreement, the term “Base Salary” shall refer to the Base Salary as in effect from time to time.  Executive shall also be paid retroactive salary in an amount equal to $220,961.47 not later than thirty (30) days following the Effective Date, subject to applicable withholdings.

(b)                                 BONUS .  Commencing as of the Effective Date and continuing through the Term, Executive shall be eligible to receive discretionary annual bonuses, with a target annual bonus of 100% of Base Salary.

(c)                              GRANT OF STOCK OPTIONS .  On April 29, 2009, Executive was granted an option to acquire 300,000 shares of common stock of the Company (“ Company Common Stock ”) at a per share exercise price of $5.33, which was equal to the Fair Market Value (as defined in the Ticketmaster 2008 Stock and Annual Incentive Plan (the “ Company Incentive Plan ”)) of the Company Common Stock on the date of grant (the “ Option Award ”).  The Option Award shall vest annually in equal installments over four years (except as otherwise provided in this Agreement) and shall be subject to the terms and conditions of the Company Incentive Plan and this Agreement.

(d)                             ADDITIONAL EQUITY AWARDS .  Executive shall be eligible for annual equity awards during the Term at the discretion of the Reporting Officer and the Board (or an appropriate committee thereof).

(e)                              BENEFITS .  Commencing on the Effective Date and continuing during the Term through the date of termination of Executive’s employment with the Company for any reason, Executive shall be entitled to participate in any welfare, health, life insurance, pension, perquisite and fringe benefit programs as may be adopted from time to time by the Company on the same basis as provided to similarly situated Executives of the Company.  Without limiting the generality of the foregoing, Executive shall be entitled to the following benefits:

(i)                                     Reimbursement for Business Expenses .  During the Term, the Company shall reimburse Executive for all reasonable, necessary and documented expenses incurred by Executive in performing Executive’s duties for the Company, on the same basis as similarly situated Executives and in accordance with the Company’s policies as in effect from time to time.

(ii)                                  Vacation .  During the Term, Executive shall be entitled to paid vacation each year, in accordance with the plans, policies, programs and practices of the Company applicable to similarly situated Executives of the Company generally.

4A.                              NOTICES .  All notices and other communications under this Agreement shall be in writing and shall be given by first-class mail, certified or registered with return receipt requested, or by hand delivery, or by overnight delivery by a nationally recognized carrier, in each case to the applicable address set forth below, and any such notice is deemed effectively given when received by the recipient (or if receipt is refused by the recipient, when so refused):

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Either party may change such party’s address for notices by notice duly given pursuant hereto.

5A.                              GOVERNING LAW; JURISDICTION .  This Agreement and the legal relations thus created between the parties hereto (including, without limitation, any dispute arising out of or related to this Agreement) shall be governed by and construed under and in accordance with the internal laws of the State of California without reference to its principles of conflicts of laws.  Any dispute between the parties hereto arising out of or related to this Agreement will be heard and determined before an appropriate federal court located in the State of California in Los Angeles County, or, if not maintainable therein, then in an appropriate California state court located in Los Angeles County, and each party hereto submits itself and its property to the exclusive jurisdiction of the foregoing courts with respect to such disputes.

Each party hereto (i) agrees that service of process may be made by mailing a copy of any relevant document to the address of the party set forth above, (ii) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the courts referred to above on the grounds of inconvenient forum or otherwise as regards any dispute between the parties hereto arising out of or related to this Agreement, (iii) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the laying of venue in the courts referred to above as regards any dispute between the parties hereto arising out of or related to this Agreement, and (iv) agrees that a judgment or order of any court referred to above in connection with any dispute between the parties hereto arising out of or related to this Agreement is conclusive and binding on it and may be enforced against it in the courts of any other jurisdiction.

6A.                              COUNTERPARTS .  This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

7A.                              STANDARD TERMS AND CONDITIONS .  Executive expressly understands and acknowledges that the Standard Terms and Conditions attached hereto are incorporated herein by reference, deemed a part of this Agreement and are binding and enforceable provisions of this Agreement.  References to “this Agreement” or the use of the term “hereof” shall refer to this Agreement and the Standard Terms and Conditions attached hereto, taken as a whole.

8A.                              SECTION 409A COMPLIANCE .

(a)                                   To the extent applicable, it is intended that the compensation arrangements under this Agreement be in full compliance with Section 409A of the Internal Revenue Code, as amended, and the rules and regulations issued thereunder (“ Section 409A ”) (it being understood that certain compensation arrangements under this Agreement are intended not to be subject to Section 409A).   It is intended that any amounts payable under this Agreement and the Company’s and Executive’s exercise of authority or discretion hereunder shall comply with and avoid the imputation of any tax, penalty or interest under Section 409A.  This Agreement shall be construed and interpreted consistent with that intent.  If, however, any such benefit or payment is deemed to not comply with Section 409A, the Company and the Executive agree to renegotiate in good faith any such benefit or payment (including, without limitation, as to the timing of any severance payments payable hereof) so that either (i) Section 409A will not apply or (ii) compliance with Section 409A will be achieved; provided, however, that any resulting renegotiated terms shall result in no additional cost to the Company.  In no event shall the Company be required to pay Executive any “gross-up” or other payment with respect to any taxes or penalties imposed under Section 409A with respect to any benefit paid to Executive under this Agreement.  Executive acknowledges that he has been advised to obtain independent legal, tax or other counsel in connection with Section 409A.

(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

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another benefit and the amount of such benefits that Executive receives in one taxable year shall not affect the amount of such benefits that Executive receives in any other taxable year.

(c)                                   A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits that constitute non-qualified deferred compensation subject to Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A, and for purposes of any such provision of this Agreement, references to a “resignation,” “termination,” “terminate,” “termination of employment” or like terms shall mean separation from service.

(d)                                  Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company.

(e)                                   If under this Agreement, an amount is paid in two or more installments, for purposes of Section 409A, each installment shall be treated as a separate payment.

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed and delivered by its duly authorized officer and Executive has executed and delivered this Agreement as of the date first set forth above.

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STANDARD TERMS AND CONDITIONS

1.                                        TERMINATION OF EXECUTIVE’S EMPLOYMENT .

(a)                                  DEATH .  In the event Executive’s employment is terminated by reason of Executive’s death, the Company shall pay Executive’s designated beneficiary or beneficiaries, within thirty (30) days of Executive’s death in a lump sum in cash, (i) Executive’s Base Salary through the end of the month in which death occurs, and (ii) any other Accrued Obligations (as defined in Section 1(f) below) (without duplication of any amount payable pursuant to clause (i)).

(b)                                 DISABILITY .  Executive’s employment may be terminated by the Company for Disability (as defined below) if: (i) as a result of Executive’s medically-determined incapacity due to physical or mental illness (“ Disability ”), Executive is unable to perform substantially the duties pertaining to his employment with or without reasonable accommodation for a period of six (6) consecutive months and, (ii) after thirty (30) days written notice is provided to Executive by the Company (in accordance with Section 4A hereof), Executive continues to be unable to perform substantially such duties.  During any period prior to such termination during which Executive is unable to perform substantially such duties due to Disability, the Company shall continue to pay Executive’s Base Salary at the rate in effect at the commencement of such period of Disability, offset by any amounts payable to Executive under any disability insurance plan or policy provided by the Company, and the Company shall continue to provide all other benefits to Executive hereunder.  Upon termination of Executive’s employment due to Disability, the Company shall pay Executive within thirty (30) days of such termination (y) Executive’s Base Salary through the end of the month in which termination occurs in a lump sum in cash, offset by any amounts payable to Executive under any disability insurance plan or policy provided by the Company; and (z) any other Accrued Obligations (without duplication of any amount payable pursuant to clause (y)).

(c)                                  TERMINATION FOR CAUSE OR WITHOUT GOOD REASON .  The Company may terminate Executive’s employment for Cause (as defined below) only by written notice to Executive and pursuant to the terms of this Section 1(c).  Upon the termination of Executive’s employment by the Company for Cause, or by Executive without Good Reason, the Company shall have no further obligation hereunder, except for the payment of any Accrued Obligations, which shall be paid within thirty (30) days of such termination.

As used herein, “ Cause ” shall consist only of:  (i) the plea of guilty or nolo contendere to, or conviction for, the commission of a felony offense by Executive; provided , however , that after indictment, the Company may suspend Executive from the rendition of services, but without limiting or modifying in any other way the Company’s obligations under this Agreement; provided , further , that Executive’s employment shall be immediately reinstated if the indictment is dismissed or otherwise dropped and there are not otherwise grounds to terminate Executive’s employment for Cause; (ii) a material breach by Executive of any of the material covenants made by Executive in Section 2 hereof that causes material harm to the Company; provided , however , that in the event such material breach and material harm are curable, Executive shall have failed to remedy such material breach and cured such material harm within ten (10) business days after written demand for cure by the Company has been delivered to Executive, which demand specifically identifies the manner in which the Company believes that Executive has materially breached any of the material covenants made by Executive in Section 2 hereof and the nature of the resulting harm; (iii) the willful or gross neglect by Executive of the material duties required by this Agreement following receipt of written notice from the Reporting Officer which specifically identifies the nature of such willful or gross neglect and a reasonable opportunity to cure of no less than ten (10) business days after Executive has received such written notice, and (iv) a material breach by Executive of a fiduciary duty owed to the Company, or a willful and material violation by Executive of any Company policy pertaining to ethics or conflicts of interest, but in each case only if the Reporting Officer determines, in the Reporting Officer’s good faith discretion, that such material breach or violation undermines the Reporting Officer’s confidence in Executive’s fitness to continue in Executive’s position, taking into account any remedial action taken by Executive.

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(d)                                 TERMINATION BY THE COMPANY OTHER THAN FOR DEATH, DISABILITY OR CAUSE OR RESIGNATION BY EXECUTIVE FOR GOOD REASON .

(i)                                     Consequence of a Qualifying Termination .  The Company may terminate Executive’s employment without Cause, and Executive may terminate his employment for Good Reason, only by providing written notice to the other party and pursuant to the terms of this Section 1(d).  If Executive’s employment hereunder is terminated by the Company at any time during the time period commencing on the Effective Date and ending on the expiration of the Term for any reason other than Executive’s death, Disability or Cause, or if Executive terminates his employment hereunder at any time during such time period for Good Reason (any such termination, a “ Qualifying Termination ”), then:

(A)     commencing on the Company’s first regular payroll date after the sixtieth (60 th ) day following the date of the Qualifying Termination, the Company shall continue to pay Executive the Base Salary in accordance with the Company’s regular payroll practice for a period of eighteen (18) months following the date of the Qualifying Termination at the rate in effect immediately prior to the Qualifying Termination;

(B)     the Company shall pay Executive within thirty (30) days of the date of the Qualifying Termination in a lump sum in cash any Accrued Obligations;

(C)     any portion of the Option Award that is outstanding and unvested at the date of such Qualifying Termination shall vest in full as of the date of the Qualifying Termination and the Option Award shall remain exercisable for the lesser of (x) 18 months following such Qualifying Termination, or (y) the scheduled expiration date of the Option Award; and

(D)     the Company shall pay Executive, if earned, a pro rata annual bonus based on actual performance during the year in which the Qualifying Termination occurred and based on the number of days of Executive’s employment during such year relative to 365 days, payable at such time as annual bonuses are paid to Company employees generally.

(iii)                               Section 409A.   If any payment, compensation or other benefit provided to the Executive in connection with his employment termination is determined, in whole or in part, to constitute “nonqualified deferred compensation” within the meaning of Section 409A and the Executive is a specified employee as defined in Section 409A(2)(B)(i), no part of such payment, compensation or benefits shall be paid or provided before the day that is six (6) months plus one (1) day after the date of Executive’s termination of employment or Executive’s earlier death (the “ New Payment Date ”).  The aggregate of any payments that otherwise would have been paid to the Executive during the period between the date of termination and the New Payment Date shall be paid to the Executive in a lump sum on such New Payment Date.  Thereafter, any payments that remain outstanding as of the day immediately following the New Payment Date shall be paid without delay over the time period originally scheduled, in accordance with the terms of this Agreement.

(iv)                              “Good Reason” Defined.   For purposes of this Agreement, “ Good Reason ” shall mean the occurrence of any of the following without Executive’s prior written consent: (A) a change of more than 25 miles in the geographic location at which Executive is required by the Reporting Officer to permanently perform his services; (B) a material or significant diminishment by the Company of Executive’s duties, responsibilities or operational authority from those set forth in Section 1A above;  (C) Executive is required to report to someone other than the Reporting Officer; or (D) the Company materially breaches any material term or condition of this Agreement; provided that in no event shall Executive’s resignation be for “Good Reason” unless (x) Executive provides the Company with written notice thereof within ninety (90) days after Executive has knowledge of the occurrence or existence of such event or circumstance, which notice specifically identifies the event or circumstance that Executive believes constitutes Good Reason, (y) if the circumstance or event is curable, the Comp