8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) May 25, 2005 (May 19, 2005)

HOLLYWOOD MEDIA CORP.

(Exact Name of Registrant as Specified in its Charter)

Florida	0-22908	65-0385686
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

2255 Glades Road, Suite 221A, Boca Raton, Florida	33431
(Address of Principal Executive Office)	(Zip Code)

Registrant’s telephone number, including area code  (561) 998-8000

Not Applicable

(Former Name or Former Address, If Changed Since Last Report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)  

¨

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)  

¨

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

SECTION 1  –

REGISTRANT’S BUSINESS AND OPERATIONS

Item 1.01

Entry into a Material Definitive Agreement.

Employment Agreement with Mr. Scott Gomez

On May 19, 2005, Hollywood Media Corp. (the “Company”) entered into a five-year employment agreement with Mr. Scott Gomez, the Company’s principal accounting officer and Vice President of Finance and Accounting.  Pursuant to the terms of this employment agreement, Mr. Gomez received an elevation in title to Chief Accounting Officer and will receive an increased annual base salary of $175,000 (such increase deemed effective as of April 14, 2005), which will be subject to annual increases of $25,000. Mr. Gomez will also be eligible to receive a $25,000 cash bonus within ten days of the signing of the agreement as well as annual $25,000 cash bonuses on each anniversary date of his employment with the Company.  On the date of his employment agreement, Mr. Gomez was granted options to purchase 25,000 shares of the Company’s common stock at a price equal to the clo sing sale price of the common stock on the trading day immediately preceding the date of the employment agreement. The options were fully vested on the date of grant and will have a five-year term.

In the event of the termination of Mr. Gomez’s employment with the Company without “Cause” or for “Good Reason” (as such terms are defined in the employment agreement) at any time prior to April 13, 2010, Mr. Gomez will be entitled to receive any bonuses earned as of the date of termination as well as payment of his base salary for the shorter of 18 months or the remainder of his employment period.

The above summary of employment terms is qualified in its entirety by reference to the employment agreement between the Company and Mr. Gomez, a copy of which is attached hereto as Exhibit 99.1 to this Current Report and which is incorporated by reference in this Item 1.01 in its entirety.

Employment Agreement with Mr. Matt Kupchin

On May 24, 2005, the Company and its Broadway ticketing division subsidiaries Theater Direct NY, Inc. (“TDI”) and Broadway.com, Inc. (“Broadway”) entered into a three-year employment agreement with Mr. Matt Kupchin, TDI’s President and Chief Operating Officer and Broadway’s general manager.  Pursuant to the terms of this employment agreement, Mr. Kupchin will continue as President and Chief Operating Officer of TDI, was named President and Chief Operating Officer of Broadway and will receive an increased annual base salary of $225,000 (such increase deemed effective as of February 11, 2005), which will be subject to annual increases of $25,000.  On the date of his employment agreement, Mr. Kupchin was granted options to purchase 40,000 shares of the Company’s common stock at a price equal to the closing sale price of the common stock on the tra ding day immediately preceding the date of the employment agreement. The options were fully vested on the date of grant and will have a five-year term.

Mr. Kupchin will be eligible to receive a $25,000 cash bonus if the Broadway Ticketing Division EBITDA (as such term is defined in the employment agreement) achieved for the 2005 fiscal year equals or exceeds the budgeted Broadway Ticketing Division EBITDA for such period.  For each of the 2005, 2006 and 2007 fiscal years, Mr. Kupchin will be eligible to receive

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a cash bonus equal to 10% of the difference between the Broadway Ticketing Division EBITDA achieved for such fiscal year and the Broadway Ticketing Division EBITDA achieved for the fiscal year ending two years prior to the end of such fiscal year.  Upon the closing of a Sale Transaction (as such term is defined in the employment agreement), Mr. Kupchin shall be entitled to receive a cash bonus equal to (i) 100% of his then current base salary if the purchaser under such Sale Transaction elects to continue Mr. Kupchin’s employment on terms no less favorable than those set forth in the employment agreement or (ii) 200% of his then current base salary if the purchaser under such Sale Transaction elects to terminate Mr. Kupchin’s employment within 60 days of the closing of the Sale Transaction.  

In the event of the termination of Mr. Kupchin’s employment with the Company without “Cause” (as such term is defined in the employment agreement) at any time prior to third anniversary of the effective date of the employment agreement, Mr. Kupchin will be entitled to receive any bonuses earned as of the date of termination as well as a cash payment equal to either (i) his base salary for the shorter of one year or the remainder of his employment period or (ii) if earned in accordance with the terms of the employment agreement, the termination payment payable upon the termination of Mr. Kupchin’s employment after the closing of a Sale Transaction.

The above summary of employment terms is qualified in its entirety by reference to the employment agreement between the Company, TDI, Broadway and Mr. Kupchin, a copy of which is attached hereto as Exhibit 99.2 to this Current Report and which is incorporated by reference in this Item 1.01 in its entirety.

SECTION 5  –

CORPORATE GOVERNANCE AND MANAGEMENT

Item 5.02

Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

(b)

On May 24, 2005, the Company and Mr. Nicholas Hall mutually agreed that, effective as of the end of business on June 17, 2005, Mr. Hall will step down as Chief Operating Officer of the Company to serve as the Company’s Executive Vice President – Compliance.

SECTION 9  –

FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01

Financial Statements and Exhibits.

(c)

Exhibits.

Exhibit No.	Description
99.1	Employment Agreement, dated May 19, 2005, by and between the Company and Mr. Scott Gomez
99.2	Employment Agreement, dated May 24, 2005, by and between the Company, TDI, Broadway and Mr. Matt Kupchin

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

HOLLYWOOD MEDIA CORP
By:	/s/ MITCHELL RUBENSTEIN
Name:	Mitchell Rubenstein
Title:	Chairman and Chief Executive Officer

Date:  May 25, 2005

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EX-99.1

Exhibit 99.1

EMPLOYMENT AGREEMENT

THIS AGREEMENT (“Agreement”) is made and entered into as of this 19th day of May, 2005, by and between Hollywood Media Corp., a Florida corporation (“HMC”), and Mr. Scott Gomez, a Florida resident (the “Employee”).

RECITALS

A.

The Employee currently serves as the Vice President of Finance and Accounting of HMC.

B.

The Employee is a certified public accountant and is experienced in, and knowledgeable concerning, one or more aspects of the business of HMC and is able to render services to HMC that are of a special, unique, extraordinary and intellectual character concerning HMC’s business; and

C.

HMC and the Employee mutually desire to agree upon the terms of the Employee’s future employment with HMC 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. HMC shall employ the Employee, and the Employee shall serve HMC, on the terms and conditions set forth herein for the period commencing on and as of the date of this Agreement and ending on April 13, 2010 (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” or “Term.” Effective as of the date of this Agreement, that certain Employment Agreement, dated as of Apri l 2, 2003, by and between HMC 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.

(a)

During the Term, Employee shall: (i) serve as the Chief Accounting Officer of HMC; (ii) report to the Chief Executive Officer or the President of HMC (each, a “Supervisor”); provided, if HMC has any person other than Employee sign the certifications required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, the Chief Executive Officer or the Board of Directors of HMC shall be permitted in their sole discretion to designate additional Supervisors of Employee under this Agreement; provided further, that any additional Supervisor shall be an executive officer of HMC; and (iii) diligently and faithfully perform all duties and responsibilities befitting the foregoing position as may be assigned to him from time to time by or upon the authority of Board of Directors of HMC or any Supervisor. Such duties shall specifically include, but not be limited to, managing the internal accounting departments of HMC and each of its consolidated subsidiaries. The Employee shall at all times perform his duties and responsibilities under this Agreement and conduct HMC’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 HMC.

(b)

During the Term, Employee shall devote all of his working time to the performance of the services required under this Agreement and shall not engage in any other business matters, except that Employee may serve on educational, religious, civic or charitable boards or committees and/or make and attend to personal business activities (“Permitted Collateral Activities”) so long as: (i) none of the Permitted Collateral Activities directly or indirectly (or through any affiliated entity) competes or expects to compete with the business of HMC or any other HMC Entity (as defined below) anywhere in the world; (ii) such Permitted Collateral Activities do not impair or interfere with Employee’s performance of his duties hereunder; (iii) Employee does not, by reason of his Permitted Collateral Activities, materially reduce his time and attention to HMC’s business and interests in comparison to that which he has devoted during the years of his employment with HMC prior to this Agreement; (iv) such Permitted Collateral Activities are conducted in a manner that does not impair HMC’s business or its employees, and do not impose any expenses or costs upon HMC or any other HMC Entity; and (v) the Permitted Collateral Activities do not involve any employees or consultants of, or utilize any assets, resources or equipment of, HMC or any other HMC Entity. For purposes of this Agreement, HMC and its subsidiaries, together with any nonconsolidated businesses of HMC, including MovieTickets.com and Netco Partners, are referred to herein as the “HMC Entities” or individually as an “HMC Entity.”

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 one hundred seventy five thousand dollars ($175,000) (the “Base Salary”), with such Base Salary (i) to be deemed effective as of April 14, 2005 (the “Effective Date”) and (ii) payable in installments consistent with HMC’s normal payroll schedule, subject to applicable withholding and other taxes. In addition, during the Employment Period the Base Salary shall be increased by twenty-five thousand dollars ($25,000) on each anniversary of the Effective Date.

(b)

Stock Options. On the date of this Agreement, the Employee shall be granted options to purchase 25,000 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 date of this Agreement. The Options will be fully vested as of the date of this Agreement 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)

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

(i)

Signing Bonus. Upon the execution of this Agreement, the Employee shall be entitled to receive a cash bonus in the amount of twenty-five thousand dollars ($25,000), which shall be payable within ten (10) days of such date of execution.

(ii)

Annual Bonuses. On each anniversary of the Effective Date, in each case if the Employee is employed by HMC on such anniversary date, the Employee shall be entitled to receive a cash bonus in the amount of twenty-five thousand dollars ($25,000), which shall be payable within ten (10) days of the applicable anniversary date.

(iii)

Discretionary Bonuses. The Employee shall also be entitled to receive any performance or merit bonuses as may be awarded by the Compensation Committee of the Board of Directors of HMC in its sole discretion.

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4.

Place of Performance. Except for required travel on HMC’s business, the Employee shall be based at HMC’s offices in Boca Raton, Florida or, as HMC may from time to time determine in its sole discretion, at such other location within a thirty-mile (35) radius thereof.

5.

Vacation. The Employee shall be entitled to twenty (20) days of paid vacation per year, accruable in accordance with HMC’s general vacation policy.

6.

Employee Benefits. The Employee shall be eligible to participate in all employee benefit plans and benefit programs of HMC in effect during the Employment Period to the same extent as other active officers of HMC. HMC may, without notice, change, modify, amend, or terminate any employee benefit plans and benefit programs that may be in effect either on the date of this Agreement or as may be adopted later.

7.

Trade Secrets. The Employee acknowledges and agrees that, among the Employee’s duties for HMC, the Employee will be employed by HMC in a position that could provide him access to designs, plans, information, practice improvements, developments, ideas or discoveries, whether patentable or unpatentable, which afford HMC competitive advantages, and which HMC takes steps to protect the confidentiality thereof (collectively hereinafter referred to as “Trade Secrets”). The Employee acknowledges that all Trade Secrets shall be and remain the sole and exclusive property of HMC. The Employee hereby assigns, and agrees to assign, to HMC all of the Employee’s right, title and interest in and to any and all Trade Secrets developed by the Employee in the scope of his employment by HMC.

Employee’s Initials /s/ SG

8.

Copyrights. The Employee agrees that all right, title and interest in any and all copyrights, copyright registrations and copyrightable works that the Employee authors or creates in the scope of his employment with HMC shall be the sole and exclusive property of HMC, and agrees that such works comprise works made for hire. The Employee hereby assigns, and agrees to assign, all right, title and interest in any and all copyrights, copyright registrations and copyrightable works authored or created by the Employee in the scope of his employment by HMC.

Employee’s Initials /s/ SG

9.

Non-Solicitation.

(a)

Covenant Not to Solicit or Interfere. Except in connection with his performance of services for HMC or any HMC Entity, the Employee agrees that, during the Term and for a period of one (1) year immediately following termination of the Employee’s employment with HMC or any HMC Entity, the Employee shall not interfere with the business of HMC or any HMC Entity within the United States, Canada or Europe in any manner for the purpose of (i) hiring away any employees of HMC or any HMC Entity or (ii) soliciting customers or business relationships of HMC or any HMC Entity. Particularly, but without limitation, the Employee shall not, directly or indirectly, for himself or for any other person, firm, corporation, partnership, sole proprietorship, association, venture or business or any other entity (A) solicit the termination of employment of, attempt to divert any employee, employ or atte mpt to employ or enter into a contractual arrangement with any employee or former employee of HMC or any HMC Entity, unless such employee or former employee has not been employed by HMC or any HMC Entity for a period in excess of one (1) year or the Chief Executive Officer of HMC consents in writing to such employment or contractual arrangement, and/or (B) call on or solicit any of the actual or targeted prospective customers and/or clients of HMC or any HMC Entity on behalf of any person or entity in connection with any business that competes with HMC or any HMC Entity, nor shall the Employee make known the names and addresses of such customers and/or clients or any information

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relating in any manner to HMC’s or any HMC Entity’s trade or business relationships with such customers and/or clients, other than in connection with the performance of his employment duties for HMC or any HMC Entity, nor shall the Employee divert or attempt to divert any business or customer of HMC or any HMC Entity.

(b)

Blue Pencilling. In the event any provision of this Section 9 is held by an arbitrator or court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall nevertheless
continue in full force without being impaired or invalidated in any way. Without in any way limiting the generality of the preceding sentence, in the event the non-solicitation covenant contained herein, in the view of a court or arbitrator asked to rule upon the issue, is deemed unenforceable by reason of covering too large an area, too long a period of time or too many business activities, then the same shall be deemed to cover only the largest area, the longest time period or the most business activities, as the case may be, which will not render it unenforceable (as determined by the court or arbitrator, as applicable).

(c)

It is expressly recognized and agreed that the covenants set forth in this Section 9 are for the purposes of restricting the activities of the Employee only to the extent necessary for the protection of the legitimate business interests of HMC and the HMC Entities, and HMC and the Employee agree that said covenants are reasonable for that purpose and that such covenants do not and will not preclude the Employee from engaging in activities sufficient for the purpose of earning a living.

10.

Proprietary Information. The Employee acknowledges and agrees that certain non-public information obtained by the Employee relating or pertaining to HMC’s businesses, projects, products, services, trade secrets, confidential information (including methods of operations and financial information), unpublished know-how (whether patented or unpatented) and other business information not easily accessible to other persons in the trade and which give HMC a competitive advantage and which HMC takes steps to keep confidential (collectively, the “Proprietary Information”), are proprietary in nature; provided, however, there shall be excluded from the meaning of Proprietary Information any information which is or becomes generally known within the industry through some non-confidential source other than the Employee. The Employee ackno wledges that the Proprietary Information shall be considered by the Employee to be confidential, and the Employee covenants and agrees not to publish, disclose or reveal (whether directly or indirectly) any part of the Proprietary Information to any entity or person or use the same for his/her own purposes or personal gain or the purposes of other, during the term of this Agreement or after its termination or expiration. Upon termination (voluntary or otherwise) of the Employee’s employment with HMC, the Employee will return to HMC all things belonging to HMC, and all documents, records, notebooks and tangible articles containing or embodying any Proprietary Information, including copies thereof, then in the Employee’s possession or control, whether prepared by the Employee or others, will be left with HMC.

Employee’s Initials /s/ SG

11. Remedies. The Employee acknowledges that the Employee’s services are of a special, unique, unusual, extraordinary and intellectual character with regard to the development of HMC’s businesses and that in the each and every breach or violation or threatened breach or violation by the Employee of any terms and conditions of this Agreement by the Employee (including but not limited to Sections 7, 8, 9 and 10 above), HMC’s remedies at law may be inadequate and that HMC, in addition to all other remedies available to it (including, without limitation, specific performance of the provisions hereof), shall be entitled to seek to enjoin the commencement or continuance thereof and may, with notice to the Employee, apply to any court of competent jurisdiction for entry of equitable relief, including, without limitation, an immediate restraining order or injunction.

Employee’s Initials /s/ SG

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12.

Termination.

(a)

Death or Disability. In the event the Employee dies or becomes disabled during the Employment Period, this Agreement shall terminate on the date on which death or disability occurs and the sole remaining obligations of HMC under this Agreement shall be to pay the Employee or the Employee’s named beneficiary or heirs any unpaid Base Salary or bonus amounts due the Employee for the period through and until the date of the Employee’s disability or death and any unreimbursed previously approved business expenses. For purposes of this Agreement, any “disability” of the Employee shall be determined in accordance with the provisions of any long-term disability policy then in effect for employees of HMC; provided, that if no such policy is in effect, then the Employee shall be considered “disabled” when, as the result of injury or sickness, the Employee has been wholly and continuously disabled and prevented from performing the Employee’s duties for ninety (90) consecutive days.

(b)

Cause.

(i)

HMC may terminate the Employee’s employment and all of HMC’s obligations hereunder solely for Cause (as defined in Section 12(b)(ii) below), by written notice to the Employee particularizing the conduct constituting the Cause (a “Termination Notice”). In the event HMC invokes its right to terminate the Employee for Cause as described in this paragraph, HMC shall cause a special meeting of the Board of Directors of HMC to be called and held at a time mutually convenient to the Board of Directors and the Employee, but in no event later than ten (10) business days after the delivery to Employee of the Termination Notice. The Employee shall have the right to appear before such special meeting with legal counsel of his choice to dispute any determination of Cause specified in the Termination Notice, and any termination of the Employee’s employment shall not be effe ctive until the Employee is afforded such opportunity to appear. If after such special meeting the Employee challenges HMC’s interpretation of the definition of Cause and HMC and the Company are not otherwise able to resolve such dispute, then such dispute shall be settled by binding arbitration in accordance with Section 13(g) below.

(ii)

For purposes of this Agreement, “Cause” shall be defined as (A) any act or omission of Employee that constitutes a willful and material breach of this Agreement that is not remedied or cured by Employee within thirty (30) days after receiving a Termination Notice particularizing the breach; provided, that HMC and Employee acknowledge and agree that the failure to file any report required to be filed by HMC with the Securities and Exchange Commission in a timely fashion shall not be deemed a willful and material breach of this Agreement unless due to an act or omission of Employee or any member of the internal accounting departments of HMC or its consolidated subsidiaries, (B) a knowing breach by Employee of any fiduciary duty or duty of loyalty owed to HMC (as defined under Florida law) in his capacity as an officer of HMC that is not remedied or cured by Employee wit hin thirty (30) days after receiving a Termination Notice particularizing the breach, (C) if the Employee (1) commits any acts of dishonesty, fraud, misrepresentation or other acts of moral turpitude resulting in material harm to HMC, or (2) purposefully engages in any conduct that gives rise to material liability of HMC under applicable laws or regulations, including, but not limited to, laws relating to discrimination and harassment in employment, unless pursuant to an instruction from a Supervisor, or (D) the conviction of the Employee of any crime (other than resulting from a minor traffic violation).

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(iii)

In the event HMC terminates this Agreement for Cause or in the event the Employee voluntarily resigns from the employment of HMC for any reason (other than for Good Reason as defined in Section 12(c) below) or by reason of disability or death, HMC shall no longer be obligated to make any further salary, bonus or other payments to the Employee except insofar as they have accrued as of the date the Employee’s employment terminates. Other than as expressly set forth hereinabove, upon any such termination, the Employee shall cease to have any future rights under this Agreement, including but not limited to Section 3(c) herein.

(c)

Good Reason. In the event that the Employee terminates his employment with HMC for Good Reason (as defined below), the Employee shall be entitled to receive the Termination Payments set forth in Section 12(d) below. For purposes of this Agreement, “Good Reason” for termination shall mean the occurrence of any of the following: (i) any reduction in the Employee’s Base Salary; (ii) any change made by HMC in the Employee’s title or position with HMC such that he ceases to be the Chief Accounting Officer of HMC or that otherwise materially reduces his authority over the internal accounting departments of HMC and each of its consolidated subsidiaries, including the appointment of a Supervisor of Employee (other than the Chief Executive Officer, President or Chief Operating Officer of HMC) that serves as a financial officer of HMC, unless such appointment is require d by applicable law or regulation; or (iii) any other material breach by HMC of its obligations under this Agreement that is not corrected within sixty (60) days following the Employee’s written notice thereof to HMC. Notwithstanding the foregoing, the Employee’s termination of employment with HMC shall not be considered for Good Reason if (A) the Employee shall have consented in writing to the occurrence of the event giving rise to the claim of termination for Good Reason, (B) unless the Employee shall have delivered a written notice to any Supervisor within sixty (60) days of his having actual knowledge of the occurrence of one of such events stating that he intends to terminate his employment for Good Reason and specifying the factual basis for such termination (a “Resignation Notice”), and such event shall not have been cured within sixty (60) days of the receipt of such Resignation Notice. In addition to the foregoing, in the event Employee terminates his employment with HMC f or Good Reason pursuant to Section 12(c)(ii) above, Employee agrees that such termination of employment shall not become effective until six (6) months after the delivery of a Resignation Notice; provided, however, that HMC may determine that such termination be effective on any date prior to the expiration of the required six (6) month notice period, including, but not limited to, immediately upon receipt of a Resignation Notice.

(d)

Other.

(i)

HMC may, upon sixty (60) days’ notice, terminate the Employee’s employment for reasons other than for Cause, in the sole discretion of HMC, by written notice to the Employee. In the event that this Agreement is terminated (A) by HMC other than for Cause, death or disability or (B) by the Employee for Good Reason, upon the Employee’s prior voluntary execution of a written release of any and all claims the Employee may assert against HMC, including without limitation any claims for lost wages or benefits, stock options, compensatory damages, punitive damages, attorneys’ fees, equitable relief or any other form of damages or relief (excluding claims for amounts which may be payable pursuant to this Agreement), which release shall be prepared by HMC, HMC shall be obligated to pay the Employee (which shall constitute HMC’s sole obligation hereunder) (1) any Bonus due and owing as calculated in accordance with Section 3(c) above as of the date of such termination and (2) the Base Salary described in Section 3(a) above for the shorter of (I) the remainder of the Employment Period and (II) eighteen months after the date of such termination

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(collectively, the “Termination Payments”). Other than as expressly set forth hereinabove, upon any such termination, the Employee shall cease to have any further rights under this Agreement.

(ii)

The Termination Payments shall be payable by HMC in cash or registered stock (as provided below), or partially in cash and partially in registered stock, as determined by HMC in its sole discretion; provided, that Termination Payments by HMC in registered stock shall not be permitted if, under applicable federal securities laws, there are any restrictions on Employee’s ability to freely trade such registered stock at the time of such issuance based on Employee’s status as an affiliate of HMC. If HMC elects to pay any of the Termination Payments in shares of registered stock, HMC shall issue and deliver to the Employee, on a date (the “Issue Date”) no later than the applicable date such Termination Payment is due, such number of registered shares of common stock of HMC (or its successor) (“Termination Shares”) equal to the quotient of (A) the dollar amount of the Termination Payment to be paid in registered stock (the “Stock Payment Amount”) divided by (B) the Fair Market Value (as defined in Section 12(c)(iii) below) per share of such common stock as of the applicable Issue Date. The Employee shall comply, in connection with any sales of such shares, with any reasonable request by HMC of the Employee to coordinate such sales with or through one or more market makers or other registered broker/dealers designated by HMC; provided, that at a minimum Employee shall be permitted to sell any Termination Shares ratably over a six (6) month period commencing on the Issue Date thereof.

(iii)

For purposes of this Agreement, “Fair Market Value” of a share of common stock on any date of reference shall mean the Closing Price (as defined below) of the common stock on the business day immediately preceding such date. For the purpose of determining Fair Market Value, the “Closing Price” of the common stock on any business day shall be (A) if the common stock is listed or admitted for trading on any United States national securities exchange, or if actual transactions are otherwise reported on a consolidated transaction reporting system, the last reported sale price of common stock on such exchange or reporting system, (B) if the common stock is quoted on the National Association of Securities Dealers Automated Quotations System (“NASDAQ”), or any similar system of automated dissemination of quotations of securities prices in common us e, the last reported sale price of common stock on such system or, if sales prices are not reported, the mean between the closing high bid and low asked quotations for such day of common stock on such system, (C) if neither clause (A) or (B) is applicable, the mean between the high bid and low asked quotations for the common stock as reported by the National Quotation Bureau, Incorporated if at least two securities dealers have inserted both bid and asked quotations for common stock on at least five of the ten preceding days, or (D) if neither (A), (B) or (C) above is applicable, then Fair Market Value shall be determined in good faith by the Board of Directors of HMC.

(iv)

With respect to any particular issuance of Termination Shares, if (A) Employee sells all such Termination Shares within 180 days following the Issue Date thereof, (B) Employee complies in connection with such sales with the requirements set forth in the last sentence of Section 12(d)(ii) above, and (C) Employee’s total proceeds from such sales (net of brokerage costs) are less than

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the applicable Stock Payment Amount, then HMC shall pay Employee an amount equal to the amount by which such Stock Payment Amount exceeds the sum of (1) such net proceeds from the sale of the Termination Shares and (2) the value of any and all cash, stock dividends and/or any other consideration paid on the Termination Shares to Employee.

13.

General.

(a)

Notices. All notices, requests, consents and other communications, required or permitted to be given hereunder, shall be in writing and shall be deemed to have been duly given when personally delivered or sent by registered or certified mail, return receipt requested or when sent by overnight delivery service or obtained signature for delivery.

If to the Employee at:

Scott Gomez

12570 SW 151st Street, Unit #128

Miami, Florida 33186

and if HMC, at:

Hollywood Media Corp.

2255 Glades Road, Suite 221A

Boca Raton, FL 33431

Attention:

Mitchell Rubenstein

Chief Executive Officer

Facsimile: (561) 998-2974

with a copy to:

Hollywood Media Corp.

2255 Glades Road, Suite 221A

Boca Raton, FL 33431

Attention:

Legal Department

Facsimile: (561) 998-2974

(b)

Assignment. This Agreement shall inure to the benefit of, and shall be binding upon, HMC and its successors and assigns, including any person with which HMC may merge, consolidate or transfer all or substantially all of its assets. Insofar as the Employee is concerned, this Agreement, being personal, cannot be assigned.

(c)

Governing Law. The validity, construction, performance and enforcement of this Agreement shall be governed by the laws of the State of Florida, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws.

(d)

Captions. The section headings contained herein are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement

(e)

Entire Agreement. This Agreement contains the entire agreement between the parties hereto and supersedes all prior agreements and understandings, oral or written, between the parties hereto with respect to the subject matter hereof.

(f)

Amendment. This Agreement may not be amended, modified, superseded, canceled, renewed or extended other than by written instrument executed by both of the parties hereto, or in the case of waiver, by the party waiving compliance.

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(g)

Arbitration. Except as otherwise provided in Section 11 hereof, the Employee, HMC and HMC each agree that any and all disputes and claims arising out of or related to the Employee’s employment by HMC or the termination thereof, shall be submitted to binding arbitration in Palm Beach County, Florida pursuant to the then-existing model employment dispute rules of the American Arbitration Association (“Rules”), before three (3) arbitrators to be selected pursuant to the then-existing Rules. THE EMPLOYEE HEREBY ACKNOWLEDGES, UNDERSTANDS AND AGREES THAT, IN AGREEING TO SUBMIT SUCH DISPUTES AND/OR CLAIMS TO ARBITRATION, EACH OF THE EMPLOYEE AND HMC GIVE UP THE RIGHT TO HAVE THE DISPUTE(S) OR CLAIMS(S) HEARD IN A COURT OF LAW BY A JUDGE OR JURY. However, nothing herein shall in any way limit either the Employee’s, HMC’s statutory rights and/or remedies, all of w hich are reserved and may be alleged in the arbitration process, and nothing herein shall in any way limit HMC’s rights under Section 11 hereof. Moreover, nothing herein shall restrict any resort to any statutory agency charged with enforcing any of the Employee’s or HMC’s statutory rights and/or remedies; however the review of any such agency’s actions shall be had before the arbitrators as discussed above and not before a judge or jury. By signing this Agreement, the Employee understands that the Employee may not have a jury decide any dispute or claim, but that any such dispute or claim shall be decided only by the arbitrators. The arbitrators shall issue a written decision, including the arbitrators’ written findings and conclusions upon which any award is based. Each party shall bear its own costs and expenses and an equal share of the arbitrators’ and administrative fees of arbitration, except that the arbitrators shall be authorized, in their discretion, to award fees and expenses to a prevailing party in the interests of justice.

(h)

Waiver. The failure of either party at any time or times to require performance of any provision hereof shall in no manner affect the right at a later time to enforce the same. No waiver by either party of the breach of any term or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach, or waiver of the breach of any other term or covenant contained in this Agreement.

(i)

Agents for HMC for this Agreement. The parties agree that the Employee shall not and is not permitted to take any action or make any decision for or on behalf of or in the name of HMC with respect to HMC’s exercise of its rights under or with respect to this Agreement.

(j)

Severability. Invalidity or unenforceability of any provision of this Agreement shall in no way affect the validity or enforceability of any other provisions.

(k)

SEC Filing. The Employee acknowledges that HMC may file this Agreement as part of its filing requirements with the U.S. Securities and Exchange Commission and the Employee consents to such filing as determined and made by HMC in its sole discretion.

(l)

Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be enforceable against the parties actually executing such counterparts, and all of which together shall constitute one instrument.

[Signatures to Follow]

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IN WITNESS WHEREOF, the parties have executed this Employment Agreement as of the date first above written.

HOLLYWOOD MEDIA CORP.

/s/ MITCHELL RUBENSTEIN

Name:Mitchell Rubenstein

Title: Chief Executive Officer

THE EMPLOYEE:

/s/ SCOTT GOMEZ

Scott Gomez

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EX-99.2

Exhibit 99.2

EMPLOYMENT AGREEMENT

THIS AGREEMENT (“Agreement”) is made and entered into as of this 24th day of May, 2005 (the “Effective Date”), by and between Theater 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 TDI.

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 and the Employee mutually desire 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” or “Term.” 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.

Page 1

2.

Duties, Responsibilities and Authority of the Employee. During the Term, 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 b usiness 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 Ticketin g Division and HMC. During the Term, 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)

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 due and payable on May 31, 2006.

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(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 e ntitled 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 due and payable on May 31 in the year following the Bonus Year applicable to such bonus.

(iii)

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 the following: (A) if the purchaser of the Broadway Ticketing Division pursuant to such Sale Transaction elects to continue the Employee’s employment with the Broadway Ticketing Division upon terms no less favorable than those set forth in this Agreement, a cash bonus equal to one hundred percent (100%) of the Base Salary then in effect, to be payable within thirty (30) days of the closing of such Sale Transaction; or (B) if the purchaser of the Broadway Ticketing Division pursuant to such Sale Transaction elects to terminate the Employee’s employment with the Broadway Ticketing Division within sixty (60) days of the closing of the Sale Transaction, a cash bonus equal to two hundred percent (200%) of the B ase Salary then in effect, to be payable within fifteen (15) days of such termination of employment. For purposes of this Agreement, “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) and the Broadway Ticketing Division or HMC retains a controlling interest shall not be deemed a Sale Transaction hereunder.

(d)

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. Broadway Ticketing Division EBITDA shall be determined in good faith by HMC’s principal

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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.

4.

Place of Performance. Except for required travel on the Broadway Ticketing Division’s business, the Employee shall be based at the Broadway Ticketing Division’s offices in New York, New York or, as the Broadway Ticketing Division may from time to time determine in its sole discretion, at such other location within a thirty-mile radius thereof.

5.

Vacation. The Employee shall be entitled to vacation accruable in accordance with HMC’s general vacation policy, commensurate with other employees of the Broadway Ticketing Division, HMC or any of its wholly-owned subsidiaries, commensurate with other such employees holding similar titles.

6.

Employee Benefits. The Employee shall be eligible to participate in all employee benefit plans and benefit programs of the Broadway Ticketing Division or HMC in effect during the Employment Period to the same extent as other active employees of the Broadway Ticketing Division or HMC. The Broadway Ticketing Division or HMC, as applicable, may, without notice, change, modify, amend, or terminate any employee benefit plans and benefit programs that may be in effect either on the Effective Date or as may be adopted later.

7.

Trade Secrets. The Employee acknowledges and agrees that, among the Employee’s duties for the Broadway Ticketing Division, the Employee will be employed by the Broadway Ticketing Division in a position that could provide him access to designs, plans, information, practice improvements, developments, ideas or discoveries, whether patentable or unpatentable, which afford the Broadway Ticketing Division competitive advantages, and which the Broadway Ticketing Division takes steps to protect the confidentiality thereof (collectively hereinafter referred to as “Trade Secrets”). The Employee acknowledges that all Trade Secrets shall be and remain the sole and exclusive property of the Broadway Ticketing Division. The Employee hereby assigns, and agrees to assign, to the Broadway Ticketing Division all of the Employee’s right, title and interest in and to any and all Trade Secrets developed by the Employee in the scope of his employment by the Broadway Ticketing Division.

Employee’s Initials /s/ MK

8.

Copyrights. The Employee agrees that all right, title and interest in any and all copyrights, copyright registrations and copyrightable works that the Employee authors or creates in the scope of his employment with the Broadway Ticketing Division shall be the sole and exclusive property of the Broadway Ticketing Division, and agrees that such works comprise works made for hire. The Employee hereby assigns, and agrees to assign, all right, title and interest in any and all copyrights, copyright registrations and copyrightable works authored or created by the Employee in the scope of his employment by the Broadway Ticketing Division.

Employee’s Initials /s/ MK

9.

Non-Competition and Non-Solicitation.

(a)

Covenants Not to Compete. Except in connection with his performance of services for the Broadway Ticketing Division or any HMC Entity and/or to the extent otherwise expressly permitted herein, at all times while the Employee is employed by the Broadway Ticketing Division or any HMC

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Entity and for a period of (i) one (1) year immediately following termination of the Employee’s employment with the Broadway Ticketing Division or any HMC Entity, if such termination is without Cause (as defined in Section 12(b) below), or (ii) two (2) years immediately following termination of the Employee’s employment with the Broadway Ticketing Division or any HMC Entity for Cause or in the event of termination of employment by the Employee for any reason, the Employee shall not, directly or indirectly, engage in or have any interest in, or assist or render services (whether or not for compensation, and whether as a director, officer, managing member, partner, shareholder, creditor, employee, agent, advisor or consultant) to or for any sole proprietorship, corporation, company, limited liability company, partnership, association, venture or business or any other person or entity (whether as an employee, officer, director, partner, shareholder, managing member, venturer, agent, security or equity holder, creditor, consultant or otherwise) that directly (or through any affiliated entity) competes or expects to compete with the Broadway Ticketing Division’s business anywhere in the United States, Canada or Europe; provided, however, that this Section 9(a) shall not prohibit the Employee’s ownership, solely as an investment, of securities of any issuer that are registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended, and that are listed or admitted for trading on any United States national securities exchange or that are quoted on the National Association of Securities Dealers Automated Quotations System, or any similar system or automated dissemination of quotations of securities prices in common use, so long as the Employee does not (A) directly or indirectly own (legally or beneficially) or control more than five perce nt (5%) of any class of capital stock or other equity of such issuer, or (B) control, acquire a controlling interest in or become a member of a group which exceeds such five percent (5%) ownership or exercises direct or indirect control of such issuer. For purposes hereof, the Broadway Ticketing Division’s business shall mean the on-line and off-line Broadway and off-Broadway ticketing of the Broadway Ticketing Division, any other live theater ticketing that the Broadway Ticketing Division has provided within six (6) months of the date of termination of the Employee’s employment, and any and all businesses operated by the Broadway Ticketing Division and its affiliates on the date of termination of the Employee’s employment. For purposes of this Agreement, HMC and its subsidiaries, together with any nonconsolidated businesses of HMC, including MovieTickets.com and Netco Partners, are referred to herein as the “HMC Entities” or individually as an “HMC Entity.”

(b)

Covenant Not to Solicit or Interfere. Except in connection with his performance of services for the Broadway Ticketing Division or any HMC Entity, the Employee agrees during the Term and for a period of (i) one (1) year immediately following termination of the Employee’s employment with the Broadway Ticketing Division or any HMC Entity, if such termination is without cause (as defined in Section 12(b) below), or (ii) two (2) years immediately following termination of the Employee’s employment with the Broadway Ticketing Division or any HMC Entity for Cause or in the event of termination of employment by the Employee for any reason, the Employee shall not interfere with the business of the Broadway Ticketing Division or any HMC Entity within the United States, Canada or Europe in any manner for the purpose of (A) hiring away any employees of the Broadway Ticketing Division or a ny HMC Entity, or (B) soliciting customers or business relationships of the Broadway Ticketing Division or any HMC Entity. Particularly, but without limitation, the Employee shall not, directly or indirectly, for himself or for any other person, firm, corporation, partnership, sole proprietorship, association, venture or business or any other entity (I) solicit the termination of employment of, attempt to divert any employee, employ or attempt to employ or enter into a contractual arrangement with any employee or former employee of the Broadway Ticketing Division or any HMC Entity, unless such employee or former employee has not been employed by the Broadway Ticketing Division or any HMC Entity for a period in excess of one (1) year, and/or (II) call on or solicit any of the actual or targeted prospective customers and/or clients of the Broadway Ticketing Division or any HMC Entity on behalf of any person or entity in connection with any business that competes with the Broadway Ticketing Division or any HMC Entity, nor shall the Employee make known the names and addresses of such customers and/or clients or any information relating in any manner to the Broadway Ticketing Division’s or any HMC Entity’s trade or business relationships with such customers and/or clients, other

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than in connection with the performance of his employment duties for the Broadway Ticketing Division or any HMC Entity, nor shall the Employee divert or attempt to divert any business or customer of the Broadway Ticketing Division or any HMC Entity.

(c)

Blue Pencilling. In the event any provision of this Section 9 is held by an arbitrator or court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall nevertheless
continue in full force without being impaired or invalidated in any way. Without in any way limiting the generality of the preceding sentence, in the event the covenant not to compete contained herein and/or the
non-solicitation covenant contained herein, in the view of a court or arbitrator asked to rule upon the issue, is deemed unenforceable by reason of covering too large an area, too long a period of time or too many
business activities, then the same shall be deemed to cover only the largest area, the longest time period or the most business activities, as the case may be, which will not render it unenforceable (as determined by the court
or arbitrator, as applicable).

(d)

It is expressly recognized and agreed that the covenants set forth in this Section 9 are for the purposes of restricting the activities of the Employee only to the extent necessary for the protection of the legitimate business interests of the Broadway Ticketing Division and the HMC Entities, and the Broadway Ticketing Division and the Employee agree that said covenants are reasonable for that purpose and that such covenants do not and will not preclude the Employee from engaging in activities sufficient for the purpose of earning a living.

10.

Proprietary Information. The Employee acknowledges and agrees that certain non-public information obtained by the Employee relating or pertaining to the Broadway Ticketing Division’s businesses, projects, products, services, trade secrets, confidential information (including methods of operations and financial information), unpublished know-how (whether patented or unpatented) and other business information not easily accessible to other persons in the trade and which give the Broadway Ticketing Division a competitive advantage and which the Broadway Ticketing Division takes steps to keep confidential (collectively, the “Proprietary Information”), are proprietary in nature; provided, however, there shall be excluded from the meaning of Proprietary Information any information which is or becomes generally known within the industry through some non-conf idential source other than the Employee. The Employee acknowledges that the Proprietary Information shall be considered by the Employee to be confidential, and the Employee covenants and agrees not to publish, disclose or reveal (whether directly or indirectly) any part of the Proprietary Information to any entity or person or use the same for his/her own purposes or personal gain or the purposes of other, during the term of this Agreement or after its termination or expiration. Upon termination (voluntary or otherwise) of the Employee’s employment with the Broadway Ticketing Division, the Employee will return to the Broadway Ticketing Division all things belonging to the Broadway Ticketing Division, and all documents, records, notebooks and tangible articles containing or embodying any Proprietary Information, including copies thereof, then in the Employee’s possession or control, whether prepared by the Employee or others, will be left with the Broadway Ticketing Division.

Employee’s Initials /s/ MK

11. Remedies. The Employee acknowledges that the Employee’s services are of a special, unique, unusual, extraordinary and intellectual character with regard to the development of the Broadway Ticketing Division’s businesses and that in the each and every breach or violation or threatened breach or violation by the Employee of any terms and conditions of this Agreement by the Employee (including but not limited to Sections 7, 8, 9 and 10 above), the Broadway Ticketing Division’s remedies at law may be inadequate and that the Broadway Ticketing Division, in addition to all other remedies available to it

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(including, without limitation, specific performance of the provisions hereof), shall be entitled to seek to enjoin the commencement or continuance thereof and may, with notice to the Employee, apply to any court of competent jurisdiction for entry of equitable relief, including, without limitation, an immediate restraining order or injunction.

Employee’s Initials /s/ MK

12.

Termination.

(a)

Death or Disability. In the event the Employee dies or becomes disabled during the Employment Period, this Agreement shall terminate on the date on which death or disability occurs and the sole remaining obligations of the Broadway Ticketing Division under this Agreement shall be to pay the Employee or the Employee’s named beneficiary or heirs any unpaid Base Salary or bonus amounts due the Employee for the period through and until the date of the Employee’s disability or death and any unreimbursed previously approved business expenses. For purposes of this Agreement, the Employee shall be considered “disabled” when, as the result of injury or sickness, the Employee has been wholly and continuously disabled and prevented from performing the Employee’s duties for ninety (90) consecutive days.

(b)

Cause. The Broadway Ticketing Division may terminate the Employee’s employment and all of the Broadway Ticketing Division’s and HMC’s obligations hereunder solely for Cause (as defined below), by written notice to the Employee particularizing the conduct constituting the Cause. In the event the Broadway Ticketing Division invokes its right as described in this paragraph, and the Employee challenges the Broadway Ticketing Division’s interpretation of the definition of cause, then such dispute shall be settled by binding arbitration in accordance with Section 13(g) below. For purposes of this Agreement, “Cause” shall be defined as (i) willful misconduct or intentional or continual failure to perform stated and material duties after thirty (30) days written notice particularizing the failure to perform and an opportunity to cure any failure or default, (ii) a known breach of fiduciary duties where the Broadway Ticketing Division gives to the Employee notice particularizing the breach and the Employee is given a reasonable opportunity to remedy or cure the breach, or (iii) if the Employee (A) commits any acts of dishonesty, fraud, misrepresentation or other acts of moral turpitude resulting in material harm to the Broadway Ticketing Division, (B) purposefully engages in any conduct that gives rise to material liability of the Broadway Ticketing Division or HMC under applicable laws, including, but not limited to, laws relating to discrimination and harassment in employment unless pursuant to an instruction from the Supervisor, or (C) purposefully engages in conduct foreseeably likely to be, and that in fact is, detrimental to the business, reputation, character or standing of the Broadway Ticketing Division or HMC. In the event the Broadway Ticketing Division terminates this Agreement for Cause or in the event the Employee voluntarily resigns from the emplo yment of the Broadway Ticketing Division for any reason or by reason of disability or death, the Broadway Ticketing Division shall no longer be obligated to make any further salary, bonus or other payments to the Employee except insofar as they have accrued as of the date the Employee’s employment terminates. Other than as expressly set forth hereinabove, upon any such termination, the Employee shall cease to have any future rights under this Agreement, including but not limited to Section 3(c) herein.

(c)

Other. The Broadway Ticketing Division may, upon sixty (60) days’ notice, terminate the Employee’s employment for reasons other than for Cause, in the sole discretion of the Broadway Ticketing Division, by written notice to the Employee. In the event that this Agreement is terminated by the Broadway Ticketing Division other than for Cause, death or disability, upon the Employee’s prior voluntary execution of a written release of any and all claims the Employee may assert against the Broadway Ticketing Division, HMC or any HMC Entity, including without limitation any claims for lost wages or benefits, stock options, compensatory damages, punitive damages, attorneys’ fees, equitable relief or any other form of damages or relief (excluding claims for amounts which may be payable

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 pursuant to this Agreement), which release shall be mutually agreed upon by the Employee and the Broadway Ticketing Division, the Broadway Ticketing Division shall be obligated to pay the Employee (which shall constitute HMC’s sole obligation hereunder) (i) any Bonus due and owing as calculated hereinabove as of the date of such termination and (ii) a cash payment equal to either (A) the Base Salary described in Section 3 for the shorter of (1) the remainder of the Employment Period and (2) one year after the date of such termination or (B) the Change of Control bonus set forth in Section 3(c)(iii)(B) above, if earned in accordance with the terms thereof. Other than as expressly set forth hereinabove, upon any such termination, the Employee shall cease to have any further rights under this Agreement.

13.

General.

(a)

Notices. All notices, requests, consents and other communications, required or permitted to be given hereunder, shall be in writing and shall be deemed to have been duly given when personally delivered or sent by registered or certified mail, return receipt requested or when sent by overnight delivery service, obtained signature for delivery.

If to the Employee at:

Matthew Kupchin

8 West 76^th Street
Apartment #4A
New York, NY 10023

Facsimile:

(212) 541-4338

and if to the Broadway

Ticketing Division or HMC, at:

Hollywood Media Corp.

2255 Glades Road, Suite 221A

Boca Raton, FL 33431

Attention:

Mitchell Rubenstein

Chief Executive Officer

Facsimile: (561) 998-2974

with a copy to:

Hollywood Media Corp.

2255 Glades Road, Suite 221A

Boca Raton, FL 33431

Attention:

Legal Department

Facsimile: (561) 998-2974

(b)

Assignment. This Agreement shall inure to the benefit of, and shall be binding upon, the Broadway Ticketing Division and its successors and assigns, including any person with which the Broadway Ticketing Division may merge, consolidate or transfer all or substantially all of its assets. Insofar as the Employee is concerned, this Agreement, being personal, cannot be assigned.

(c)

Governing Law. The validity, construction, performance and enforcement of this Agreement shall be governed by the laws of the State of New York, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws.

(d)

Captions. The section headings contained herein are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement

(e)

Entire Agreement. This Agreement contains the entire agreement between the parties hereto and supersedes all prior agreements and understandings, oral or written, between the parties hereto with respect to the subject matter hereof.

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(f)

Amendment. This Agreement may not be amended, modified, superseded, canceled, renewed or extended other than by written instrument executed by both of the parties hereto, or in the case of waiver, by the party waiving compliance.

(g)

Arbitration. Except as otherwise provided in Section 11 hereof, the Employee, the Broadway Ticketing Division and HMC each agree that any and all disputes and claims arising out of or related to the Employee’s employment by the Broadway Ticketing Division or the termination thereof, shall be submitted to binding arbitration in New York County, New York pursuant to the then-existing model employment dispute rules of the American Arbitration Association (“Rules”), before three (3) arbitrators to be selected pursuant to the then-existing Rules. THE EMPLOYEE HEREBY ACKNOWLEDGES, UNDERSTANDS AND AGREES THAT, IN AGREEING TO SUBMIT SUCH DISPUTES AND/OR CLAIMS TO ARBITRATION, EACH OF THE EMPLOYEE, THE BROADWAY TICKETING DIVISION AND HMC GIVE UP THE RIGHT TO HAVE THE DISPUTE(S) OR CLAIMS(S) HEARD IN A COURT OF LAW BY A JUDGE OR JURY. However, nothing herein shall in any way limit either the Employee’s, the Broadway Ticketing Division’s or HMC’s statutory rights and/or remedies, all of which are reserved and may be alleged in the arbitration process, and nothing herein shall in any way limit the Broadway Ticketing Division’s or HMC’s rights under Section 11 hereof. Moreover, nothing herein shall restrict any resort to any statutory agency charged with enforcing any of the Employee’s, the Broadway Ticketing Division’s or HMC’s statutory rights and/or remedies; however the review of any such agency’s actions shall be had before the arbitrators as discussed above and not before a judge or jury. By signing this Agreement, the Employee understands that the Employee may not have a jury decide any dispute or claim, but that any such dispute or claim shall be decided only by the arbitrators. The arbitrators shall issue a written decision, including the arbitrators’ written findings and conclusions upon which any award is based. Each par ty shall bear its own costs and expenses and an equal share of the arbitrators’ and administrative fees of arbitration, except that the arbitrators shall be authorized, in their discretion, to award fees and expenses to a prevailing party in the interests of justice.

(h)

Waiver. The failure of either party at any time or times to require performance of any provision hereof shall in no manner affect the right at a later time to enforce the same. No waiver by either party of the breach of any term or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach, or waiver of the breach of any other term or covenant contained in this Agreement.

(i)

Agents for the Broadway Ticketing Division for this Agreement. The parties agree that the Employee shall not and is not permitted to take any action or make any decision for or on behalf of or in the name of the Broadway Ticketing Division with respect to the Broadway Ticketing Division’s exercise of its rights under or with respect to this Agreement.

(j)

Severability. Invalidity or unenforceability of any provision of this Agreement shall in no way affect the validity or enforceability of any other provisions.

(k)

SEC Filing. The Employee acknowledges that HMC may file this Agreement as part of its filing requirements with the U.S. Securities and Exchange Commission and the Employee consents to such filing as determined and made by HMC in its sole discretion.

(l)

Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be enforceable against the parties actually executing such counterparts, and all of which together shall constitute one instrument.

[Signatures to Follow]

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IN WITNESS WHEREOF, the parties have executed this Employment Agreement as of the date first above written.

THEATRE DIRECT NY, INC.
/s/ Mitchell Rubenstein
Name:	Mitchell Rubenstein
Title:	Chairman and Co-Chief Executive Officer
BROADWAY.COM, INC.
/s/ Mitchell Rubenstein
Name:	Mitchell Rubenstein
Title:	Chairman
HOLLYWOOD MEDIA CORP.
/s/ Mitchell Rubenstein
Name:	Mitchell Rubenstein
Title:	Chairman and Chief Executive Officer
THE EMPLOYEE:
/s/ Matthew Kupchin
Matthew Kupchin

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