Exhibit 10.1
SEVERANCE
AGREEMENT AND GENERAL RELEASE
This Severance Agreement and General
Release (this “Agreement”) is made and entered into by
Charles S. Walker (“Employee”) and Live Nation
Worldwide, Inc., formerly known as SFX Entertainment, Inc.
(“Employer”). Employee and Employer are also parties to
that certain Employment Agreement dated as of May 1, 2006 (the
“Employment Agreement”).
1. CONSIDERATION FOR AGREEMENT FROM EMPLOYER
1.1 Employee’s employment with
Employer is severed effective January 23, 2007 (the
“Severance Date”).
1.2 In return for this Agreement and
in full and final settlement, compromise and release of all of
Employee’s claims (as described in Section 2 below),
Employer agrees that, at Employer’s sole option, Employer
will, within ten (10) days of the Severance Date,
either (i) pay to Employee a cash lump sum severance
payment in the amount of $537,200, less applicable federal and
state withholding and all other ordinary payroll deductions,
or (ii) cause twenty percent (20%) of all stock options
previously granted to Employee, and not heretofore vested, to
immediately vest, with such vested stock options under this clause
(ii) to be exercisable by Employee for a period of three
(3) months from the Severance Date. In addition to the
foregoing, and in the ordinary course following the execution
hereof, Employer shall also pay Employee (A) the amount of any
unreimbursed business expenses incurred by Employee in the course
of his employment and not reimbursed prior to the execution hereof,
(B) any accrued but unused vacation pay and (C)
Employee’s salary through the Severance Date.
1.3 Section 8(d)(1)(A) of the
Employment Agreement provides that if Employer terminates the
Employment Agreement for “Cause” or Employee terminates
the Employment Agreement for “Good Reason” (as each
such term is defined therein) then, among other things, any stock
options granted to Employee pursuant to Section 3(f) of the
Employment Agreement during the term of the Employment Agreement
shall vest at a rate of twenty percent (20%) per year up to the
date of termination. Notwithstanding the potential acceleration of
vesting agreed to by Employer pursuant to Section 1.2 above,
Employee and Employer hereby acknowledge and agree (i) that
Employee is terminating his employment with Employer of his own
volition in order to pursue other business opportunities; (ii)
accordingly, the termination of the Employment Agreement is neither
by Employer for “Cause” nor by Employee for “Good
Reason,” and (iii) but for this Agreement, Employee
would not be entitled to any additional compensation from Employer
beyond those payments required by Section 8(c) of the Employment
Agreement.
2. EMPLOYEE’S RELEASE OF CLAIMS
2.1 Except for the obligations
created by this Agreement, Employee hereby irrevocably and
unconditionally releases and forever discharges Employer and all of
its past, present and future parents, subsidiaries and affiliates
and their employees, officers, directors, agents, insurers and
legal counsel (collectively, the “Employer Parties”)
from any and all claims, demands, causes of action and liabilities
of any nature, both past and present, known and unknown, resulting
from any act or omission of any kind occurring on or before the
date of execution of this Agreement which arise under contract or
common law or under any federal, state or local law, regulation or
ordinance. Employee understands and agrees that this release of
claims includes, but is not limited to, the following: all claims,
demands, causes of action and liabilities for past or future loss
of pay, wages, commissions, bonuses, paid time off or benefits,
expenses, damages for pain and suffering, punitive damages,
compensatory damages, attorneys’ fees, interest, court costs,
physical or mental injury, damage to reputation and any other
injury, loss, damage or expense or equitable remedy of any kind
whatsoever.
2.2 Employee additionally hereby
irrevocably and unconditionally releases and forever discharges the
Employer Parties from any and all claims, demands, causes of action
and liabilities arisi
