Prepared by MERRILL CORPORATION

EX-10.8 8 a2046320zex-10_8.htm EXHIBIT 10.8 Prepared by MERRILL CORPORATION
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Exhibit 10.8

EMPLOYMENT AGREEMENT

AGREEMENT, dated as of February 1, 1998 between Ticketmaster Ticketing Co., Inc., a Delaware corporation (the "Company"), and Timothy Wood ("Executive").

W I T N E S S E T H:

WHEREAS, prior to the date hereof, Executive has been employed by the Company and/or certain of its subsidiaries or affiliates in various management positions; and

WHEREAS, the Company is desirous of continuing to employ Executive, and Executive is desirous of continuing to be employed by the Company, on the terms and subject to the conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of the premises, the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged, the parties hereto agree as follows:

1. Definitions. The following terms shall have the indicated meanings when used in this Agreement, unless the context requires otherwise:

(a) "Base Salary Amount" shall mean $225,000 during the first Contract Year, $235,000 during the second Contract Year, $245,000 during the third Contract Year and $255,000 during the fourth Contract Year.

(b) "Board of Directors" shall mean the Board of Directors of the Company.

(d) "Consulting Period" shall have the meaning ascribed to that term in Section 9(a).

(e) "Contract Year" shall mean each year during the term hereof commencing February 1 and ending on the immediately following January 31.

(f) "Customer" shall have the meaning ascribed to that term in Section 9(d).

(g) "Disability", shall have the meaning ascribed to that term in Section 6(a).

(h) "Disability Period" shall have the meaning ascribed to that term in Section 6(a).

(i) "Proprietary Information of the Company" shall have the meaning ascribed to that term in Section 10(a).

(j) "Ticketmaster Businesses" shall have the meaning ascribed to that term in Section 9(b).

2. Employment. The Company hereby employs Executive, and Executive hereby accepts employment with the Company, on the terms and subject to the conditions set forth herein.

3. Term of Employment. The term of employment hereunder shall commence on the date hereof and end on January 3, 2002, subject to early termination as herein provided.

4. Position and Duties. Executive shall serve as the Executive Vice President of the Company. Subject to the authority of the Board of Directors and the Chief Executive Officer of the Company, the Executive shall have all of the powers and duties incident to the office of the Executive Vice President and such other powers and duties as may from time to time be prescribed by the Board of Directors or the Chief Executive Officer of the Company. Executive agrees to serve without further compensation, if elected or appointed thereto, as an officer or a director of any of the Company's domestic and foreign subsidiaries and affiliates.

5. Exclusive Duties. During Executive's employment by the Company, Executive shall devote his entire working time, attention and energies to the business of the Company and will not take any actions of the kind described in Sections 9(b), 9(c) and 9(d).

6. Compensation and Other Benefits.

(a) Base Salary. During each Contract Year of the term hereof, the Company shall pay to Executive the Base Salary Amount. The Base Salary Amount shall be paid to Executive in accordance with the Company's regular payroll practices with respect to senior management compensation.

In the event that Executive shall become disabled as a result of bodily injury or physical or mental illness (whether or not occupational) to such extent that in the sole opinion of the Board of Directors, based upon competent medical advice, he can no longer perform the duties of the Executive Vice President of the Company (a "Disability"), the Company shall only be obligated to continue to pay the Base Salary Amount to Executive for the 120-day period immediately following the date of Disability (the "Disability Period"). The right to receive salary payments during the Disability Period, if applicable, shall survive any termination of employment by virtue of Disability pursuant to Section 7.

(b) Annual Performance Bonuses. During each Contract Year, the Company shall pay Executive an annual performance bonus as determined by the Board of Directors or its Compensation Committee in its sole discretion, the determination of which shall be based upon such standards, guidelines and factual circumstances as the Board of Directors or its Compensation Committee deems relevant, including, without limitation, the operating results for the Company during such Contract Year, the importance of the efforts of Executive in achieving such operating results and the achievement by the Company and/or Executive of performance goals previously established by the Board of Directors or its Compensation Committee for such Contract Year; provided, however, that in no event shall the bonus for any full Contract Year of the term hereof be less than $30,000 for the first Contract Year, $30,000 for the second Contract Year, $35,000 for the third Contract Year and $35,000 for the fourth Contract Year.

(c) Expenses. Executive shall be entitled to receive prompt reimbursement from the Company for all documented business expenses incurred by him in the performance of his duties hereunder, provided that Executive properly accounts therefor in accordance with the Company's reimbursement policy, including, without limitation, the submission of supporting evidence as reasonably requested by the Company.

(d) Fringe Benefits. During the term thereof, Executive shall be entitled (i) to participate in and receive benefits substantially similar to what Executive is currently receiving from the Company so long as such benefits are provided by the Company to similar level management employees, (ii) to continue to receive his existing automobile allowance so long as he continues to use the automobile being used by him as of the date of this Agreement, and (iii) at such time as Executive ceases to use the automobile being used by him as of the date of this Agreement, to use a company automobile selected by the Company, or at the Company's sole discretion, to receive a monthly automobile allowance sufficient to cover the lease payments on a 1998 Lexus GS 400.

(e) Vacations. During the term hereof, Executive shall be entitled to sick leave and paid holidays consistent with the Company's sick leave and holiday policy for senior management and up to three weeks paid vacation during each Contract Year (or such other vacation time as is consistent with the Company's policy for senior management).

7. Termination. The Company or Executive may terminate the employment of Executive hereunder upon the occurrence of a Disability (as defined in Section 6(a)) for a period of no less than 120 days during any consecutive twelve-month period. The Company may also terminate the employment of Executive hereunder upon Executive's death or for Cause. For purposes hereof, "Cause" shall mean (i) fraud, theft, misappropriation of funds or conviction of a felony, (ii) Executive's engagement is illegal conduct tending to place Executive or the Company in disrepute, (iii) dereliction

or gross misconduct in Executive's performance of his duties as an employee of the Company or the failure of Executive to perform his duties in a manner consistent with the instructions of the Board of Directors or the Chief Executive Officer of the Company or (iv) violation by Executive of any of his material covenants contained in this Agreement, including, without limitation, Section 10.

8. Developmental Rights. Executive agrees that any developments by way of invention, design, copyright, trademark or other matters which may be developed or perfected by him during the term hereof, and which relate to the business of the Company or its subsidiaries or affiliates, shall be the property of the Company without any interest therein by Executive, and he will, at the request and expense of the Company, apply for and prosecute letters patent thereon in the United States or in foreign countries if the Company so requests, and will assign and transfer the same to the Company together with any letters patent, copyrights, trademarks and applications therefor; pr6vided, however, that the foregoing shall not apply to an invention that Executive develops entirely on his own time without using the Company's equipment, supplies, facilities or trade secret information, except for those inventions that either:

(a) relate at the time of conception or reduction to practice of the invention to the Company's business, or actual or demonstrably anticipated research or development of the Company; or

(b) result from any work performed by Executive for the Company.

9. Consulting.

(a) Consulting Services. During the six-month period commencing immediately upon the termination of Executive's employment for any reason (other than Executive's death) (the "Consulting Period"), Executive shall be available, as an independent consultant, for consultation with the Company and its subsidiaries and affiliates concerning their general operations and the industries in which they engage in business. In addition, during the Consulting Period, consultant will aid, assist and consult with the Company and its subsidiaries and affiliates with respect to their dealings with clients and the enhancement of their recognition and reputation. During the Consulting Period, Executive shall devote such time and energies to the affairs of the Company as may be reasonably required to carry out his duties hereunder without jeopardizing Executive's then full-time, non-Ticketmaster Business employment opportunities; provided, however, that Executive shall not be obligated to devote more than 50 hours to the performance of such duties. In consideration of Executive's consulting services, and in consideration of Executive's covenants contained in this Section 9, the Company shall pay to Executive $25,000 during the Consulting Period, payable in equal monthly installments. The Company further agrees to reimburse Executive for all reasonable and necessary business expenses incurred by Executive in the performance of his consulting services in accordance with the Company's reimbursement policy, including, without limitation, the submission of supporting evidence as reasonably required by the Company.

(b) Covenant Not to Compete. During the Consulting Period, Executive shall not, without the prior written consent of the Company, directly or indirectly engage in or assist any activity which is the same as, similar to or competitive with the Ticketmaster Businesses (other than on behalf of the Company or any of its subsidiaries or affiliates) including, without limitation, whether such engagement or assistance is as an officer, director, proprietor, employee, partner, investor (other than as a holder of less than 5% of the outstanding capital stock of a publicly traded corporation), guarantor, consultant, advisor, agent, sales representative or other participant, anywhere in the world that the Company or any of its subsidiaries or affiliates has been engaged, including, without limitation, the United States, Canada, Mexico, Argentina, Chile, England, Ireland, Scotland, Europe and Australia. Nothing herein shall limit Executive's ability to own interests in or manage entities which sell tickets as an incidental part of their primary businesses (e.g. cable networks, on-line computer services, sport teams, arenas, hotels, cruise lines, theatrical

and movie productions and the like) and which do not hold themselves out generally as competitors of the Company and its subsidiaries and affiliates. The "Ticketmaster Businesses" shall mean the computerized sale of tickets for sporting, theatrical, cinematic, live theatrical, musical or any other events on behalf of various venues and promoters through distribution channels currently being utilized by the Company or any of its subsidiaries or affiliates (as such term is defined in Rule 405 of Regulation C promulgated under the Securities Act of 1933, as amended).

(c) Solicitation of Employees. During the Consulting Period, Executive shall not (i) directly or indirectly induce or attempt to induce (regardless of who initiates the contact) any person then employed (whether part-time or full-time) by the Company or any of its subsidiaries or affiliates, whether as an officer, employee, consultant, adviser or independent contractor, to leave the employ of the Company or to cease providing or otherwise alter the services then provided to the Company or to any of its subsidiaries or affiliates or (ii) in any other manner seek to engage or employ any such person (whether or not for compensation) as an officer, employee, consultant, adviser or independent contractor in connection with the operation of any business which is the same as or similar to any of the Ticketmaster Businesses.

(d) Non-Solicitation of Customers. During the Consulting Period, Executive shall not solicit any Customers of the Company or any of its subsidiaries or affiliates or encourage (regardless of who initiates the contact) any such Customers to use the facilities or services of any Competitor of the Company or any of its subsidiaries or affiliates. "Customer" shall mean any person who engages the Company or any of its subsidiaries or affiliates to sell, on its behalf as agent, tickets to the public.

10. Confidentiality. Executive shall not at any time during or after termination of employment disclose (except as may be required by law) or use, except in the pursuit of the business of the Company or any of its subsidiaries or affiliates, any Proprietary Information of the Company. "Proprietary Information of the Company" means all information known or intended to be known only to employees of the Company or any of its subsidiaries or affiliates in a confidential relationship with the Company or any of its subsidiaries or affiliates relating to technical matters pertaining to the Ticketmaster Businesses, but shall not include any information within the public domain. Executive agrees not to remove any documents, records or other information from the premises of the Company or any of its subsidiaries or affiliates containing any such Proprietary Information, except in the pursuit of the business of the Company or any of its subsidiaries or affiliates, and acknowledges that such documents, records and other information are the exclusive property of the Company or its subsidiaries or affiliates. Upon termination of Executive's employment, Executive shall immediately return all Proprietary Information of the Company and all copies thereof to the Company.

11. General Provisions.

(a) Expenses. All costs and expenses incurred by either of the parties in connection with this Agreement and any transactions contemplated hereby shall be paid by that party.

(b) Notices. All notices, demands and other communications hereunder shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service, by cable, by telecopy, by telegram, by telex or

by registered or certified mail to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section II(b)):

(i) If to the Company:

Ticketmaster Ticketing Co., Inc.
8800 Sunset Boulevard
West Hollywood, California 90069
Attention: Chairman of the Board
Telecopy No.: (310) 360-6505

With a copy to:

Neal, Gerber & Eisenberg
Two North LaSalle Street
Chicago, Illinois 60602
Attention: Charles Evans Gerber
Telecopy No.: (312) 269-1747

(ii) If to Executive:

236 South Orange Drive
Los Angeles, California 90036
Attention: Timothy Wood

(c) Headings. The descriptive headings contained in this Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.

(d) Successors; Binding Agreement. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, devisees, legatees, executors, administrators, successors and personal or legal representatives. If Executive is domiciled in a community property state or a state that has adopted the Uniform Marital Property Act or equivalent or if Executive is domiciled in a state that grants to his spouse any other marital rights in Executive's assets (including, without limitation, dower rights or a right to elect against Executive's will or to claim a forced share of Executive's estate), this Agreement shall also inure to the benefit of, and shall also be binding upon, his spouse. If Executive should die while any amounts would still be payable to his hereunder if he had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to Executive's designee or, if there be no such designee, to Executive's heirs, devisees, legatees or executors or administrators of Executive's estate, as appropriate.

(e) Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable under existing or future laws effective during the term of this Agreement, such provisions shall be fully severable, the Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance from this Agreement. Furthermore, in lieu of such illegal, invalid or unenforceable provision, there shall be added automatically as part of this Agreement a provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable.

(f) Entire Agreement. This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, between the Company and Executive with respect to the subject matter hereof.

(g) Assignment. This Agreement and the rights and duties hereunder are not assignable by Executive. This Agreement and the rights and duties hereunder may not be assigned by the Company without the express written consent of Executive (which consent may be granted or withheld in the sole discretion of Executive), except that such consent shall not be required in order for the Company to assign this Agreement or the rights or duties hereunder to an affiliate (as such term is defined in Section 9(b)) of the Company or to a third party in connection with the merger or consolidation of the Company with, or the sale of all or substantially all of the assets or business of the Company to, that third party.

(h) Amendment; Waiver. This Agreement may not be amended or modified except by an instrument in writing signed by, or on behalf of, the Company and Executive. Either party to this Agreement may (a) extend the time for the performance of any of the obligations or other acts of the other party or (b) waive compliance with any of the agreements or conditions of the other party contained herein. Any such extension or waiver shall be valid only if set forth in an instrument in writing signed by the party to be bound thereby. Any waiver of any term or condition shall not be construed as a waiver of any subsequent breach or a subsequent waiver of the same term or condition, or a waiver of any other term or condition, of this Agreement. The failure of any party to assert any of its rights hereunder shall not constitute a waiver of any such rights.

(i) Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, applicable to contracts executed in and to be performed entirely within that state.

(j) Jurisdiction and Venue. The parties hereto agree that all actions or proceedings initiated by either party hereto and arising directly or indirectly out of this Agreement which are brought pursuant to judicial proceedings shall be litigated in a Federal or state court located in the State of Delaware. The parties hereto expressly submit and consent in advance to such jurisdiction and agree that service of summons and complaint or other process or papers may be made by registered or certified mail addressed to the relevant party at the address to which notices are to be sent pursuant to Section II(b) of this Agreement. The parties hereto waive any claim that a Federal or state court located in the State of Delaware is an inconvenient forum or an improper forum based on lack of venue.

(k) Equitable Relief. Executive acknowledges that the covenants contained in Sections 9 and 10 are reasonable and necessary to protect the legitimate interests of the Company, that in the absence of such covenants the Company would not have entered into this Agreement, that any breach or threatened breach of such covenants will result in irreparable injury to the Company and that the remedy at law for such breach or threatened breach would be inadequate. Accordingly, the Executive agrees that the Company, in addition to any other rights or remedies which it may have, shall be entitled to seek such equitable and injunctive relief as may be available from any court of competent jurisdiction to restrain the Executive from any breach or threatened breach of such covenants.

(l) Attorneys' Fees. If any legal action or other proceeding is brought for the enforcement of this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and other costs incurred in that action or proceeding, in addition to any other relief to which it may be entitled.

(m) Counterparts. This Agreement may be executed in one or more counterparts, and by the parties hereto in separate counterparts, each of which when executed shall be deemed to be an original while all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the Company and Executive have executed this Agreement as of the date and year first written above.

		TICKETMASTER TICKETING CO., INC.

		By:		TIMOTHY J. WOOD
		Title:		EXEC VP/DIR OF EUROPEAN DEVEL.

		/s/ TIMOTHY J. WOOD Timothy J. Wood

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