Vice President-marketing Employment Agreement

EXHIBIT 10.40


EMPLOYMENT AGREEMENT


AGREEMENT, dated as of January 1, 1997 between Ticketmaster Corporation, an Illinois Corporation (the "Company"), and Michael Mischler ("Executive").


W I T N E S S E T H:


WHEREAS, the Company is desirous of employing Executive, and Executive is desirous of being 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 $310,000 during the
first Contract Year (provided that such amount shall be reduced on a
pro rata basis if Executive's employment commences after January 20,
1997) and $320,000 during the second Contract Year.


(b) "BENEFIT PLAN" shall mean each vacation pay, sick
pay, retirement, welfare, medical, dental, disability, life insurance,
deferred compensation, incentive compensation, stock option or other
employee benefit plan, program or arrangement, if any.


(c) "BOARD OF DIRECTORS" shall mean the Board of
Directors of the Company.


(d) "CAUSE" shall have the meaning ascribed to that term
in Section 7.


(e) "COMMON STOCK" shall mean the Common Stock, no par value,
of Ticketmaster Group, Inc., the parent of the Company.


(f) "CONSULTING PERIOD" shall have the meaning ascribed
to that term in Section 9(a).


(g) "CONTRACT YEAR" shall mean each year during the term
hereof commencing February 1 and ending on the immediately following
January 31, except that the first Contract Year shall commence on
January 1, 1997 (or any other date on or before January 20, 1997 which
is mutually agreeable to the parties) and end on January 31, 1998. 2
(h) "CUSTOMER" shall have the meaning ascribed to that
term in Section 9(d).


(i) "DISABILITY" shall have the meaning ascribed to that
term in Section 6(a).


(j) "DISABILITY PERIOD" shall have the meaning ascribed
to that term in Section 6(a).


(k) "PROPRIETARY INFORMATION OF THE COMPANY" shall have
the meaning ascribed to that term in Section 10(a).


(l) "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. Executive hereby represents and warrants to the Company that the execution and performance of this Agreement by him will not conflict with, violate or breach any other agreement, written or oral, to which he may be or may have been a party, including, without limitation, any employment agreement or consulting agreement, and that he is otherwise under no duty or obligation to any third party that would restrict his ability to fully perform this Agreement.


3. TERM OF EMPLOYMENT. The term of employment hereunder shall commence on January 1, 1997 (or any other date on or before January 20, 1997 which is mutually agreeable to the parties) and end on January 31, 1999, subject to early termination as herein provided.


4. POSITION AND DUTIES. Executive shall serve as the Senior Vice-President - Marketing of the Company, and will work out of the Company's offices located in the Los Angeles, California area (subject to such travel as may be necessitated by his position with the Company). Subject to the authority of the Board of Directors, the Chief Executive Officer and the Chief Operating Officer of the Company, the Executive shall have all of the powers and duties incident to the office of Senior Vice-President - Marketing and such other powers and duties as may from time to time be prescribed by the Board of Directors, the Chief Executive Officer or the Chief Operating 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).


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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 Senior Vice- President - Marketing 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 recommendation of the Chief Executive Officer
of the Company, 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 $60,000.


(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 hereof, Executive
shall be entitled (i) to participate in and receive benefits under all
of the Company's Benefit Plans generally available to senior
management of the Company and (ii) to receive an automobile allowance
in the amount of $750 per month.


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(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).


(f) STOCK OPTIONS. Pursuant to the terms and conditions of
the Ticketmaster Stock Plan (the "Stock Plan"), as heretofore amended
and restated, Executive shall be entitled to receive non-statutory
stock options to purchase 40,000 shares of Common Stock at an exercise
price per share equal to the greater of (i) $14.50 or (ii) the "Fair
Market Value" of a share of Common Stock as determined in accordance
with the Stock Plan. The stock options will only be exercisable to
the extent that Executive is then vested in such stock options.
Executive shall vest in 10,000 of the stock options on January 31,
1998 and the remaining 30,000 stock options shall vest monthly pro
rata over the 36-month period immediately following January 31, 1998.


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 her ...