Common use of Termination Without Cause or for Good Reason Clause in Contracts

Termination Without Cause or for Good Reason. Live Nation may terminate the Employee’s employment without Cause (as defined below) or the Employee may terminate the Employee’s employment for Good Reason (as defined below) at any time during the Term. If the Employee experiences a “separation from service” (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury Regulation Section 1.409A-1(h)) (a “Separation from Service”) due to the termination of the Employee’s employment by Live Nation without Cause or the Employee’s termination of the Employee’s employment for Good Reason, Live Nation shall promptly or, in the case of obligations described in clause (iv) below, as such obligations become due, pay or provide to the Employee, (i) the Employee’s earned but unpaid Base Salary accrued through the date of such Separation from Service (the “Termination Date”), (ii) accrued but unpaid vacation time through the Termination Date, if any, (iii) reimbursement of any business expenses incurred by the Employee prior to the Termination Date that are reimbursable under Section 3(e) above, (iv) any vested benefits and other amounts due to the Employee under any plan, program or policy of Live Nation, (v) subject to Section 5(e) below, a pro-rated Bonus for the calendar year in which the Termination Date occurs and (vi) any Bonus required to be paid to the Employee pursuant to this Agreement for any calendar year of Live Nation ending prior to the Termination Date, to the extent payable, but not previously paid (together, the “Accrued Obligations”). In addition, subject to Sections 5(e) and 7(b) below and the Employee’s execution and non-revocation of a binding release in accordance with Section 5(f) below, in the event of the Employee’s Separation from Service with Live Nation by reason of a termination by Live Nation without Cause or a termination by the Employee for Good Reason, Live Nation shall (i) pay to the Employee, within 60 days of the Employee’s Termination Date (with the exact payment date to be determined by Live Nation in its sole discretion), except as set forth in the proviso to this clause, a lump-sum cash payment (less appropriate payroll deductions) equal to the Employee’s then-current Base Salary times the greater of (a) the number of full months remaining in the Term as of the Termination Date, divided by 12, or (b) two (in either case, the “Cash Severance”); and (ii) accelerate the vesting and lapsing of restrictions on all unvested or restricted equity awards awarded to the Employee prior to the Employee’s Termination Date, and, to the extent applicable, all such awards shall remain exercisable until the earlier to occur of the third anniversary of the Termination Date or the stated expiration of such award (the Cash Severance and accelerated vesting, collectively, the “Severance”), provided that no such accelerating awards shall be exercisable prior to the date on which the Employee’s executed release becomes irrevocable. Each payment under this Section 5(a) shall be treated as a separate payment for purposes of Code Section 409A (together with the regulations and other official guidance promulgated thereunder, “Section 409A”). Notwithstanding the foregoing, if the 60-day period during which the Cash Severance may be paid spans two calendar years, such payment shall be made in the later such calendar year.

Termination Without Cause or for Good Reason. Live Nation may terminate If the EmployeeExecutive’s employment is terminated during the Term (i) by the Company without Cause (other than as a result of the Executive’s death or Disability), or (ii) by the Executive for Good Reason, in each case, other than during the COC Protection Period (as defined below) or the Employee may terminate the Employee’s employment for Good Reason (as defined below) at any time during the Term. If the Employee experiences a “separation from service” (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury Regulation Section 1.409A-1(h)the Company shall (A) (a “Separation from Service”) due pay to the termination Executive any portion of the EmployeeExecutive’s employment by Live Nation without Cause or the Employee’s termination of the Employee’s employment for Good Reason, Live Nation shall promptly or, in the case of obligations described in clause (iv) below, as such obligations become due, pay or provide to the Employee, (i) the Employee’s earned but unpaid Base Salary accrued through the date of such Separation from Service (the “Termination Date”), (ii) accrued but unpaid vacation time base salary earned through the Termination Date, if any, ; (iiiB) reimbursement of pay to the Executive any business expenses incurred annual bonus that was earned by the Employee prior to the Termination Date that are reimbursable under Section 3(e) above, (iv) any vested benefits and other amounts due to the Employee under any plan, program or policy of Live Nation, (v) subject to Section 5(e) below, a pro-rated Bonus Executive for the calendar fiscal year immediately preceding the fiscal year in which the Termination Date occurs and (vi) any Bonus required to be paid to the Employee pursuant to this Agreement for any calendar year of Live Nation ending prior to the Termination Dateoccurs, to the extent payable, not already paid; (C) reimburse the Executive for any and all amounts advanced in connection with Executive’s employment with the Company for reasonable and necessary expenses incurred by Executive through the Termination Date in accordance with the Company’s policies and procedures on reimbursement of expenses; (D) pay to the Executive any earned vacation pay not theretofore used or paid in accordance with the Company’s policy for payment of earned and unused vacation time; and (E) provide to the Executive all other accrued but not previously paid unpaid payments and benefits to which Executive may be entitled under the terms of any applicable compensation arrangement or benefit plan or program of the Company (togetherexcluding any severance plan or policy of the Company) (collectively, the “Accrued ObligationsCompensation”). In addition, subject to Sections 5(e) and 7(b) below and provided that the Employee’s execution and non-revocation Executive executes a release of claims in a binding release in accordance with Section 5(f) below, in the event of the Employee’s Separation from Service with Live Nation by reason of a termination by Live Nation without Cause or a termination by the Employee for Good Reason, Live Nation shall (i) pay form acceptable to the EmployeeCompany (a “Release”), within 60 returns such Release to the Company by no later than 45 days of following the Employee’s Termination Date (with the exact payment date to be determined by Live Nation in its sole discretion), except as set forth in the proviso to this clause, a lump-sum cash payment (less appropriate payroll deductions) equal to the Employee’s then-current Base Salary times the greater of (a) the number of full months remaining in the Term as of the Termination Date, divided by 12, or (b) two (in either case, the “Cash SeveranceRelease Deadline”); ) and (ii) accelerate the vesting and lapsing of restrictions on all unvested or restricted equity awards awarded to the Employee does not revoke such Release prior to the Employee’s Termination Date, and, to the extent applicable, all such awards shall remain exercisable until the earlier to occur expiration of the third anniversary of the Termination Date or the stated expiration of such award applicable revocation period (the Cash Severance and accelerated vesting, collectively, the “Severance”), provided that no such accelerating awards shall be exercisable prior to the date on which such Release becomes effective, the Employee’s executed release becomes irrevocable. Each payment under this Section 5(a) shall be treated as a separate payment for purposes of Code Section 409A (together with the regulations and other official guidance promulgated thereunder, “Section 409ARelease Effective Date”). Notwithstanding , then subject to the foregoingfurther provisions of Sections 3, 4, and 6 below, the Company shall have the following obligations with respect to the Executive (or the Executive’s estate, if the 60-day period during which the Cash Severance may be paid spans two calendar yearsapplicable), such payment shall be made in the later such calendar year.subject to applicable taxes and withholdings:

Termination Without Cause or for Good Reason. Live Nation may terminate In the Employeeevent the Executive’s employment is terminated by the Company without Cause (as defined below) or by the Employee may terminate the Employee’s employment Executive for Good Reason (as defined below) at any time during time, the Term. If Executive shall receive, subject to the Employee experiences execution and timely return by the Executive of a “separation from service” release of claims in the form to be delivered by the Company, which release shall, by its terms, be irrevocable no later than the sixtieth (within 60th) day following his employment termination date, (a) severance pay in an aggregate amount equal to the meaning of Section 409A(a)(2)(A)(iExecutive’s Base Salary for six (6) months, less applicable payroll deductions and tax withholdings, payable in accordance with the normal payroll policies of the Internal Revenue Code of 1986Company over a six (6) month period, as amended (applicable, with the “Code”), and Treasury Regulation Section 1.409A-1(h)) (a “Separation from Service”) due first such payment being paid to the Executive on the Company’s first regular pay date on or after the sixtieth (60th) day following his employment termination of the Employee’s employment by Live Nation without Cause or the Employee’s termination of the Employee’s employment for Good Reason, Live Nation shall promptly or, in the case of obligations described in clause date; plus (iv) below, as such obligations become due, pay or provide to the Employee, (ib) the Employee’s earned but unpaid Base Salary accrued through the date of such Separation from Service (the “Termination Date”), (ii) accrued but unpaid vacation time through the Termination DatePerformance Bonus, if any, for the year of the Executive’s termination, subject, as applicable, to achievement of the performance metrics for such year and payable on the date such Performance Bonus would have been paid had the Executive remained actively employed. For purposes of this Agreement, “Good Reason” means a termination of employment because of: (iiix) reimbursement a materially adverse diminution in the Executive’s role or responsibilities without the Executive’s consent, provided that the Parties agree that it shall not be considered a diminution in the Executive’s role or responsibilities if he ceases serving as CEO provided he remains Chairman; or (y) any material breach of any business expenses incurred this Agreement by the Employee prior to Company or any other agreement with the Termination Date that are reimbursable under Section 3(e) Executive. In each such event listed above, the Executive shall give the Company written notice thereof within thirty (iv30) any vested benefits and other amounts due to days following the Employee under any planfirst occurrence of such event, program or policy of Live Nation, (v) subject to Section 5(e) below, a pro-rated Bonus for which notice shall specify in reasonable detail the calendar year in which the Termination Date occurs and (vi) any Bonus required to be paid to the Employee pursuant to this Agreement for any calendar year of Live Nation ending prior to the Termination Date, to the extent payable, but not previously paid (together, the “Accrued Obligations”). In addition, subject to Sections 5(e) and 7(b) below and the Employee’s execution and non-revocation of a binding release in accordance with Section 5(f) below, in the event of the Employee’s Separation from Service with Live Nation by reason of a termination by Live Nation without Cause or a termination by the Employee for circumstances constituting Good Reason, Live Nation and there shall be no Good Reason with respect to any such circumstances if cured by the Company within thirty (i30) pay to days after such notice or, if such event is not cured by the EmployeeCompany, within 60 days of the Employee’s Termination Date (Executive terminates his employment with the exact payment date to be determined by Live Nation in its sole discretion), except as set forth in Company no later than sixty (60) days following the proviso to this clause, a lump-sum cash payment (less appropriate payroll deductions) equal to the Employee’s then-current Base Salary times the greater of (a) the number of full months remaining in the Term as of the Termination Date, divided by 12, or (b) two (in either case, the “Cash Severance”); and (ii) accelerate the vesting and lapsing of restrictions on all unvested or restricted equity awards awarded to the Employee prior to the Employee’s Termination Date, and, to the extent applicable, all such awards shall remain exercisable until the earlier to occur of the third anniversary of the Termination Date or the stated expiration first occurrence of such award (the Cash Severance and accelerated vesting, collectively, the “Severance”), provided that no such accelerating awards shall be exercisable prior to the date on which the Employee’s executed release becomes irrevocable. Each payment under this Section 5(a) shall be treated as a separate payment for purposes of Code Section 409A (together with the regulations and other official guidance promulgated thereunder, “Section 409A”). Notwithstanding the foregoing, if the 60-day period during which the Cash Severance may be paid spans two calendar years, such payment shall be made in the later such calendar yearevent.

Termination Without Cause or for Good Reason. Live Nation may terminate the EmployeeIf Executive’s employment without Cause (as defined below) or the Employee may terminate the Employee’s employment for Good Reason (as defined below) at any time during the Term. If the Employee experiences a “separation from service” (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury Regulation Section 1.409A-1(h)) (a “Separation from Service”) due to the termination of the Employee’s employment with Sbarro is terminated by Live Nation Sbarro without Cause or the Employee’s termination of the Employee’s employment by Executive for Good Reason, Live Nation Executive shall promptly orhave no right to receive any compensation or benefit from Sbarro, in whether under this Agreement or otherwise, on and after the case effective date of obligations described in clause (iv) below, as such obligations become due, pay or provide to the Employee, termination of employment other than: (i) the Employee’s earned but unpaid Base Salary earned and accrued through under this Agreement prior to the effective date of such Separation from Service (the “Termination Date”), termination; (ii) accrued but unpaid vacation time through benefits (including compensation for accrued vacation, sick and personal days) in accordance with and subject to the Termination Date, if any, terms of Sbarro’s benefit plans and policies; (iii) reimbursement of any business expenses incurred by then earned, but unpaid, Annual Bonus with respect to the Employee year prior to the Termination Date that are reimbursable under Section 3(e) aboveyear in which termination occurs, payable on its normal payment date; (iv) any vested benefits and other amounts due to the Employee full Target Bonus established for Executive under any planthe Annual Bonus Plan for the year in which termination occurs, program or policy of Live Nation, payable on its normal payment date; (v) subject reimbursement, in accordance with the terms of this Agreement, for business expenses properly incurred prior to Section 5(e) below, a pro-rated Bonus for the calendar year in which the Termination Date occurs effective date of termination; and (vi) any Bonus required a continuation of Base Salary and medical benefits (at the Company’s expense) for 12 months. This Agreement, except for the provisions of Section 3.5 “Equity Compensation” (and, for the avoidance of doubt, the provisions of the LLC Agreement referred to be paid to the Employee pursuant to in such section), this Agreement for any calendar year of Live Nation ending prior to the Termination DateSection 5.4(b), Article 6 “Restrictive Covenants” (to the extent payable, but not previously paid (together, the “Accrued Obligations”). In addition, subject to Sections 5(e) and 7(b) below and the Employee’s execution and non-revocation of a binding release applicable in accordance with Section 5(fits terms) below, in and Article 7 “Other Provisions,” shall otherwise terminate upon the event effective date of the Employee’s Separation from Service with Live Nation by reason termination of a termination by Live Nation without Cause or a termination by the Employee for Good Reason, Live Nation employment and Executive shall (i) pay to the Employee, within 60 days of the Employee’s Termination Date (with the exact payment date to be determined by Live Nation in its sole discretion), except as set forth in the proviso to this clause, a lump-sum cash payment (less appropriate payroll deductions) equal to the Employee’s then-current Base Salary times the greater of (a) the number of full months remaining in the Term as of the Termination Date, divided by 12, or (b) two (in either case, the “Cash Severance”); and (ii) accelerate the vesting and lapsing of restrictions on all unvested or restricted equity awards awarded to the Employee prior to the Employee’s Termination Date, and, to the extent applicable, all such awards shall remain exercisable until the earlier to occur of the third anniversary of the Termination Date or the stated expiration of such award (the Cash Severance and accelerated vesting, collectively, the “Severance”), provided that have no such accelerating awards shall be exercisable prior to the date on which the Employee’s executed release becomes irrevocable. Each payment under this Section 5(a) shall be treated as a separate payment for purposes of Code Section 409A (together with the regulations and other official guidance promulgated thereunder, “Section 409A”). Notwithstanding the foregoing, if the 60-day period during which the Cash Severance may be paid spans two calendar years, such payment shall be made in the later such calendar yearfurther rights hereunder.

Termination Without Cause or for Good Reason. Live Nation may terminate If, during the EmployeeTerm of Employment, the Executive’s employment is terminated by the Company without Cause (as defined belowand not due to death or Disability) or the Employee may terminate the Employee’s employment for Good Reason (as defined below) at any time during the Term. If the Employee experiences a “separation from service” (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury Regulation Section 1.409A-1(h)) (a “Separation from Service”) due to the termination of the Employee’s employment by Live Nation without Cause or the Employee’s termination of the Employee’s employment Executive for Good Reason, Live Nation in either case, then the Executive shall promptly orbe entitled to receive the Accrued Benefits and, in the case of obligations described in clause (iv) below, as such obligations become due, pay or provide subject to the Employee, Section 4.2.4: (i) the EmployeeUnpaid Prior Year Bonus, with such amount to be payable in cash and/or fully vested shares of the Company’s earned but unpaid Base Salary accrued through common stock (as determined by the date of Company in its sole discretion) at the same time as if no such Separation from Service (the “Termination Date”), termination had occurred; (ii) accrued but unpaid vacation time through the Termination Date, if any, (iii) reimbursement of any business expenses incurred by the Employee prior to the Termination Date that are reimbursable under Section 3(e) above, (iv) any vested benefits and other amounts due to the Employee under any plan, program or policy of Live Nation, (v) subject to Section 5(e) below, a pro-rated Annual Bonus for the calendar year in which the Termination Date occurs occurs, but multiplied by a fraction (A) the numerator of which is the number of days in the fiscal year that have transpired through the Termination Date and (viB) any Bonus required the denominator of which is the number of days in such fiscal year (to be paid to in cash and/or fully vested shares of the Employee pursuant to this Agreement Company’s common stock (as determined by the Company in its sole discretion) at the same time as if no such termination had occurred); (iii) continuation of the Base Salary as of the Termination Date for any calendar year of Live Nation ending prior to six (6) months following the Termination Date, with all portions of such Base Salary to be paid in cash in equal installments in accordance with the Company’s normal payroll policies, with the first such payment to be made on the sixtieth (60th) day following the Termination Date and to include a catch-up covering any payroll dates between the Termination Date and the date of the first payment, and (iv) the COBRA Benefit for a period of twelve (12) months following the Termination Date; provided, however, that notwithstanding the foregoing, the COBRA Benefit shall not be provided to the extent payablethat it would result in any fine, but not previously paid penalty or tax on the Company or any of its Affiliates (together, the “Accrued Obligations”). In addition, subject to Sections 5(eunder Section 105(h) and 7(b) below and the Employee’s execution and non-revocation of a binding release in accordance with Section 5(f) below, in the event of the Employee’s Separation Code or the Patient Protection and Affordable Care Act of 2010, or otherwise); provided further, that the COBRA Benefit shall cease earlier if the Executive (or his dependents) become eligible for health coverage under the health plan of another employer. All other rights the Executive may have to compensation and employee benefits from Service with Live Nation by reason of a termination by Live Nation without Cause the Company or a termination by the Employee for Good Reasonits Affiliates, Live Nation shall (i) pay to the Employee, within 60 days of the Employee’s Termination Date (with the exact payment date to be determined by Live Nation in its sole discretion), except other than as set forth in the proviso to this clauseSection 4.2.3, a lump-sum cash payment (less appropriate payroll deductions) equal to the Employee’s then-current Base Salary times the greater of (a) the number of full months remaining in the Term as of shall immediately terminate upon the Termination Date, divided by 12, or (b) two (in either case, the “Cash Severance”); and (ii) accelerate the vesting and lapsing of restrictions on all unvested or restricted equity awards awarded to the Employee prior to the Employee’s Termination Date, and, to the extent applicable, all such awards shall remain exercisable until the earlier to occur of the third anniversary of the Termination Date or the stated expiration of such award (the Cash Severance and accelerated vesting, collectively, the “Severance”), provided that no such accelerating awards shall be exercisable prior to the date on which the Employee’s executed release becomes irrevocable. Each payment under this Section 5(a) shall be treated as a separate payment for purposes of Code Section 409A (together with the regulations and other official guidance promulgated thereunder, “Section 409A”). Notwithstanding the foregoing, if the 60-day period during which the Cash Severance may be paid spans two calendar years, such payment shall be made in the later such calendar year.

Termination Without Cause or for Good Reason. Live Nation may terminate the Employee’s employment without Cause Upon (as defined belowi) or the Employee may terminate the Employee’s employment for Good Reason (as defined below) at any time during the Term. If the Employee experiences a “separation from service” (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury Regulation Section 1.409A-1(h)) (a “Separation from Service”) due to the termination of the Employee’s Executive's employment without Cause, or (ii) voluntary termination by Live Nation without Cause or the Employee’s termination Executive of the Employee’s Executive's employment for Good Reason: (i) the Executive shall be entitled to receive, Live Nation and the Corporation shall promptly orpay to the Executive, in lieu of two years' notice of termination, the aggregate of the following amounts (less any deductions required by law): (A) if not theretofore paid, that portion of the Annual Base Salary earned by or payable to the Executive during the then current fiscal year of the Corporation for the period to and including the Date of Termination, together with all benefits payable to the Executive through to and including the Date of Termination under the terms of the Corporation's benefit plans, programs or arrangements as in effect immediately prior to the Date of Termination; (B) a pro rated portion of the Executive's Target Bonus calculated by multiplying (1) the Target Bonus by (2) a fraction, the numerator of which is the number of days in the applicable fiscal year through to and including the Date of Termination and the denominator of which is 365; and (C) a lump sum payment in cash equal to two times the sum of (1) the Annual Base Salary at the Date of Termination, and (2) the Executive's Target Bonus; (ii) (A) the Corporation shall maintain in full force and effect, for the continued benefit of the Executive and the Executive's family, until two years after the Date of Termination, all life insurance, medical, dental, health and accident and disability plans, programs or arrangements in which the Executive was entitled to participate immediately prior to the Date of Termination (or in the case of obligations described voluntary termination by the Executive for Good Reason upon or following a Change in clause (iv) belowControl as a result of a reduction in benefits, as such obligations become due, pay or provide if more favourable to the EmployeeExecutive, (i) the Employee’s earned but unpaid Base Salary accrued through the date of such Separation from Service (the “Termination Date”), (ii) accrued but unpaid vacation time through the Termination Date, if any, (iii) reimbursement of any business expenses incurred by the Employee coverage and terms as were in effect immediately prior to the Termination Date that are reimbursable under Section 3(eChange in Control) above, (iv) any vested benefits and other amounts due at a cost to the Employee under any plan, program or policy of Live Nation, (v) subject to Section 5(e) below, a pro-rated Bonus for the calendar year in Executive no greater than that which the Termination Date occurs Executive paid while employed, provided that the Executive's continued participation is possible under the general terms and (vi) any Bonus required to be paid to provisions of such plans and programs. In the Employee pursuant to this Agreement for any calendar year of Live Nation ending prior to event that the Termination Date, to the extent payable, but not previously paid (togetherExecutive's participation is barred, the “Accrued Obligations”). In additionCorporation shall arrange to provide the Executive, subject at the Corporation's expense, with benefits substantially similar to Sections 5(ethose which the Executive is entitled to receive under such plans, programs or arrangements; or (B) and 7(b) below and at the Employee’s execution and non-revocation of Executive's request, the Corporation will make a binding release in accordance with Section 5(f) below, in the event of the Employee’s Separation from Service with Live Nation by reason of a termination by Live Nation without Cause or a termination by the Employee for Good Reason, Live Nation shall (i) pay to the Employee, within 60 days of the Employee’s Termination Date (with the exact payment date to be determined by Live Nation in its sole discretion), except as set forth in the proviso to this clause, a lump-sum cash payment (less appropriate payroll deductions) in an amount equal to the Employee’s then-current Base Salary times then estimated net present value (as determined by the greater Board, acting reasonably, assuming that the Executive would be employed by the Corporation for the ensuing two years and using as a discount rate the Corporation's cost of (afunds under its principal bank working capital credit lines) the number of full months remaining in the Term as of the Termination Date, divided by 12, or (b) two (in either case, the “Cash Severance”); and (ii) accelerate the vesting and lapsing of restrictions on all unvested or restricted equity awards awarded to the Employee prior to the Employee’s Termination Date, and, to the extent applicable, all such awards shall remain exercisable until the earlier to occur of the third anniversary of the Termination Date or the stated expiration of such award (benefits for the Cash Severance and accelerated vesting, collectively, two-year period following the “Severance”), provided that no such accelerating awards shall be exercisable prior to the date on which the Employee’s executed release becomes irrevocable. Each payment under this Section 5(a) shall be treated as a separate payment for purposes Date of Code Section 409A (together with the regulations and other official guidance promulgated thereunder, “Section 409A”). Notwithstanding the foregoing, if the 60-day period during which the Cash Severance may be paid spans two calendar years, such payment shall be made in the later such calendar year.Termination;

Termination Without Cause or for Good Reason. Live Nation may terminate In the Employee’s employment without Cause (as defined below) or the Employee may terminate the Employee’s employment for Good Reason (as defined below) at any time during the Term. If the Employee experiences a “separation from service” (within the meaning event of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury Regulation Section 1.409A-1(h)) (a “Separation from Service”) due to the termination of the Employee’s employment by Live Nation without Cause or the Employee’s termination of employment by the Employee’s employment Company without Cause or by the Employee for Good Reason, Live Nation shall promptly or, in the case of obligations described in clause (iv) below, as such obligations become due, pay or provide Employee will be entitled to the Employee, receive (i) in a single lump-sum payment on the termination date, the aggregate amount of the Employee’s earned but unpaid Base Salary accrued through Salary, any earned but unpaid bonus in respect of service for the prior year (in accordance with Section 6) (by way of illustration, if the Employee’s termination date of such Separation from Service (is March 15, 2017, the “Termination Date”), (iiEmployee will be eligible to receive the Employee’s annual bonus for calendar year 2016 in an amount determined in accordance with Section 6) and accrued but unpaid vacation time pay through the Termination Date, if any, (iii) reimbursement of any business expenses incurred by the Employee prior to the Termination Date that are reimbursable under Section 3(e) above, (iv) any vested benefits and other amounts due to the Employee under any plan, program or policy of Live Nation, (v) subject to Section 5(e) below, a pro-rated Bonus for the calendar year in which the Termination Date occurs and (vi) any Bonus required to be paid to the Employee pursuant to this Agreement for any calendar year of Live Nation ending prior to the Termination Date, to the extent payable, but not previously paid termination date (together, the “Accrued Obligations”). In addition, subject (ii) an amount equal to Sections 5(ethe sum of (A) and 7(btwelve (12) below and months’ gross Base Salary (calculated based on the Employee’s execution and non-revocation of a binding release annualized rate in accordance with Section 5(f) below, in the event of effect on the Employee’s Separation from Service with Live Nation by reason of a termination by Live Nation without Cause or a termination by the Employee for Good Reasondate), Live Nation shall plus (iB) pay to the Employee, within 60 days of the Employee’s Termination Date Target Bonus for the year in which the Employee’s termination occurs, payable in one cash lump sum on the sixtieth (with 60th) day following the exact payment date Employee’s termination date, (iii) an amount equal to be determined by Live Nation a pro rated portion of the Target Bonus for the year in its sole discretion), except as set forth which the Employee’s termination occurs (pro rated based on the number of days in the proviso calendar year in which the Employee’s termination date occurs through the Employee’s termination date) (by way of illustration, if the Employee’s termination date is March 1, 2017, the Employee will be eligible to this clause, a lump-sum cash payment (less appropriate payroll deductions) receive an amount equal to the product of: (A) the Employee’s then-current Base Salary times Target Bonus for calendar year 2017 multiplied by (B) the greater of quotient obtained by dividing (ax) the number of full days between January 1, 2017 and March 1, 2017 by (y) 365), payable in one cash lump sum on the sixtieth (60th) day following the Employee’s termination date, (iv) for a period of twelve (12) months remaining in following the Term Employee’s termination date, provided that the Employee timely elects to receive continuation coverage under the Company’s group health plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as of the Termination Date, divided by 12, or amended (b) two (in either case, the “Cash SeveranceCOBRA”); , Company-paid continued healthcare coverage under its group health plans at the same levels and (ii) accelerate the vesting and lapsing of restrictions on all unvested or restricted equity awards awarded same cost to the Employee prior to as would have applied if the Employee’s Termination Dateemployment had not been terminated (based on the Employee’s elections in effect on the Employee’s termination date), and (v) acceleration and vesting in full (and, to the extent applicable, exercisability) of all such outstanding time-based equity awards held by the Employee on the termination date (but not performance-based awards, which shall remain exercisable until the earlier continue to occur of the third anniversary of the Termination Date or the stated expiration of such award (the Cash Severance and accelerated vesting, collectively, the “Severance”vest in accordance with their terms), provided that no such accelerating awards in each case subject to the conditions herein. It shall be exercisable prior a condition to the date on which the Employee’s executed right to receive and retain the amounts set forth in sub-clauses (ii) - (v) above that the Employee (A) timely executes and returns (and does not revoke or breach) a valid confidential general release becomes irrevocable. Each payment under this Section 5(aagreement in the form attached hereto as Schedule B, and (B) shall be treated as a separate payment for purposes of Code Section 409A (together complies fully and in all respects with the regulations and other official guidance promulgated thereunder, “Employee’s obligations under Section 409A”). Notwithstanding the foregoing, if the 60-day period during which the Cash Severance may be paid spans two calendar years, such payment shall be made in the later such calendar year12 herein.

Termination Without Cause or for Good Reason. Live Nation The Company may terminate the EmployeeExecutive’s employment without Cause (as defined below) or at any time during the Employee Employment Period upon ten (10) days’ written notice provided to Executive in accordance with Section 8 below or, in the Company’s sole discretion, payment of Executive’s Base Salary for such period in lieu of notice. In addition, Executive may terminate the Employee’s his employment for Good Reason (as defined below) at any time during the TermEmployment Period in accordance with the terms of Section 7(i)(ii) hereof. If the Employee Executive experiences a “separation from service” (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury Regulation Section 1.409A-1(h)) (a “Separation from Service”) due to a termination by the termination of the Employee’s employment by Live Nation Company without Cause or the Employee’s termination of the Employee’s employment by Executive for Good Reason, Live Nation the Company shall promptly or, in the case of obligations described in clause (iv) below, as such obligations become due, pay or provide to the EmployeeExecutive, (i) the EmployeeExecutive’s earned but unpaid Base Salary accrued through the date of such Separation from Service (the “Termination Date”), (ii) accrued but unpaid vacation time through the Termination Date, if any, (iii) reimbursement of any unreimbursed business expenses incurred by the Employee Executive prior to the Termination Date that are reimbursable under Section 3(e) 6 above, (iv) any vested benefits and other amounts due to the Employee Executive under any plan, program or policy of Live Nationthe Company, (v) subject to Section 5(e) below, a pro-rated Bonus for the calendar year in which if the Termination Date occurs after the end of a fiscal quarter but before the Bonus Payment Date in respect of such quarter, the quarterly bonus that would have been paid pursuant to Section 3(b)(i) had Executive remained employed until the Bonus Payment Date, and (vi) any Bonus required to be paid to the Employee pursuant to payment in lieu of notice of termination under this Agreement for any calendar year of Live Nation ending prior to the Termination Date, to the extent payable, but not previously paid Section 7(a) (together, the “Accrued Obligations”). In addition, subject to Sections 5(e) and 7(bSection 7(f) below and the EmployeeExecutive’s execution and non-revocation of a binding release in accordance with Section 5(f7(g) below, in the event of the Employee’s Separation from Service with Live Nation by reason of a termination of Executive’s employment by Live Nation the Company without Cause or a termination by the Employee Executive for Good Reason, Live Nation the Company shall pay or provide to Executive the following (i) pay to the Employee, within 60 days of the Employee’s Termination Date (with the exact payment date to be determined by Live Nation in its sole discretion), except as set forth in the proviso to this clause, a lump-sum cash payment (less appropriate payroll deductions) equal to the Employee’s then-current Base Salary times the greater of (a) the number of full months remaining in the Term as of the Termination Date, divided by 12, or (b) two (in either case, the “Cash Severance”); and (ii) accelerate the vesting and lapsing of restrictions on all unvested or restricted equity awards awarded to the Employee prior to the Employee’s Termination Date, and, to the extent applicable, all such awards shall remain exercisable until the earlier to occur of the third anniversary of the Termination Date or the stated expiration of such award (the Cash Severance and accelerated vesting, collectively, the “Severance”), provided that no such accelerating awards shall be exercisable prior to the date on which the Employee’s executed release becomes irrevocable. Each payment under this Section 5(a) shall be treated as a separate payment for purposes of Code Section 409A (together with the regulations and other official guidance promulgated thereunder, “Section 409A”). Notwithstanding the foregoing, if the 60-day period during which the Cash Severance may be paid spans two calendar years, such payment shall be made in the later such calendar year.):

Termination Without Cause or for Good Reason. Live Nation may terminate If the Employee’s Executive's employment is terminated during the Term (i) by the Company without Cause (other than as defined below) or the Employee may terminate the Employee’s employment for Good Reason (as defined below) at any time during the Term. If the Employee experiences a “separation from service” (within the meaning of Section 409A(a)(2)(A)(i) result of the Internal Revenue Code of 1986, as amended (the “Code”Executive’s death or Disability), and Treasury Regulation Section 1.409A-1(h)or (ii) (a “Separation from Service”) due to by the termination of the Employee’s employment by Live Nation without Cause or the Employee’s termination of the Employee’s employment Executive for Good Reason, Live Nation in each case, other than during the one-year period following a Change of Control, the Company shall promptly or, in the case of obligations described in clause (iva) below, as such obligations become due, pay or provide to the Employee, (i) the EmployeeExecutive any portion of Executive’s earned but unpaid Base Salary accrued through the date of such Separation from Service (the “Termination Date”), (ii) accrued but unpaid vacation time base salary earned through the Termination Date, if any, ; (iiib) reimbursement of reimburse the Executive for any business and all amounts advanced in connection with Executive’s employment with the Company for reasonable and necessary expenses incurred by the Employee prior to Executive through the Termination Date that are reimbursable under Section 3(ein accordance with the Company’s policies and procedures on reimbursement of expenses; (c) above, (iv) any vested benefits and other amounts due pay to the Employee Executive any earned vacation pay not theretofore used or paid in accordance with the Company’s policy for payment of earned and unused vacation time; and (d) provide to the Executive all other accrued but unpaid payments and benefits to which Executive may be entitled under the terms of any plan, applicable compensation arrangement or benefit plan or program of the Company (excluding any severance plan or policy of Live Nation, the Company) (v) subject to Section 5(e) below, a pro-rated Bonus for the calendar year in which the Termination Date occurs and (vi) any Bonus required to be paid to the Employee pursuant to this Agreement for any calendar year of Live Nation ending prior to the Termination Date, to the extent payable, but not previously paid (togethercollectively, the “"Accrued Obligations”Compensation"). In addition, subject to Sections 5(e) and 7(b) below and provided that the Employee’s execution and non-revocation Executive executes a release of claims in a binding release in accordance with Section 5(f) below, in the event of the Employee’s Separation from Service with Live Nation by reason of a termination by Live Nation without Cause or a termination by the Employee for Good Reason, Live Nation shall (i) pay form acceptable to the Employee, within 60 days of the Employee’s Termination Date Company (with the exact payment date to be determined by Live Nation in its sole discretiona “Release”), except as returns such Release to the Company by no later than the applicable deadline set forth in the proviso to this clause, a lump-sum cash payment such Release (less appropriate payroll deductions) equal to the Employee’s then-current Base Salary times the greater of (a) the number of full months remaining in the Term as of the Termination Date, divided by 12, or (b) two (in either case, the “Cash SeveranceRelease Deadline”); ) and (ii) accelerate the vesting and lapsing of restrictions on all unvested or restricted equity awards awarded to the Employee does not revoke such Release prior to the Employee’s Termination Date, and, to the extent applicable, all such awards shall remain exercisable until the earlier to occur expiration of the third anniversary of the Termination Date or the stated expiration of such award applicable revocation period (the Cash Severance and accelerated vesting, collectively, the “Severance”), provided that no such accelerating awards shall be exercisable prior to the date on which such Release becomes effective, the Employee’s executed release becomes irrevocable. Each payment under this Section 5(a) shall be treated as a separate payment for purposes of Code Section 409A (together with the regulations and other official guidance promulgated thereunder, “Section 409ARelease Effective Date”). Notwithstanding , then subject to the foregoingfurther provisions of Sections 3, 4, and 6 below, the Company shall have the following obligations with respect to the Executive (or the Executive’s estate, if the 60-day period during which the Cash Severance may be paid spans two calendar years, such payment shall be made in the later such calendar year.applicable):

Termination Without Cause or for Good Reason. Live Nation may terminate If the Employee’s Executive's employment is terminated during the Term (i) by the Company without Cause (other than as a result of the Executive's death or Disability), or (ii) by the Executive for Good Reason, in each case, other than during the COC Protection Period (as defined below) or the Employee may terminate the Employee’s employment for Good Reason (as defined below) at any time during the Term. If the Employee experiences a “separation from service” (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury Regulation Section 1.409A-1(h)the Company shall (A) (a “Separation from Service”) due pay to the termination Executive any portion of the Employee’s employment by Live Nation without Cause or the Employee’s termination of the Employee’s employment for Good Reason, Live Nation shall promptly or, in the case of obligations described in clause (iv) below, as such obligations become due, pay or provide to the Employee, (i) the Employee’s earned but unpaid Base Salary accrued through the date of such Separation from Service (the “Termination Date”), (ii) Executive's accrued but unpaid vacation time base salary earned through the Termination Date, if any, ; (iiiB) reimbursement of pay to the Executive any business expenses incurred annual bonus that was earned by the Employee prior to the Termination Date that are reimbursable under Section 3(e) above, (iv) any vested benefits and other amounts due to the Employee under any plan, program or policy of Live Nation, (v) subject to Section 5(e) below, a pro-rated Bonus Executive for the calendar fiscal year immediately preceding the fiscal year in which the Termination Date occurs and (vi) any Bonus required to be paid to the Employee pursuant to this Agreement for any calendar year of Live Nation ending prior to the Termination Dateoccurs, to the extent payable, not already paid; (C) reimburse the Executive for any and all amounts advanced in connection with Executive's employment with the Company for reasonable and necessary expenses incurred by Executive through the Termination Date in accordance with the Company's policies and procedures on reimbursement of expenses; (D) pay to the Executive any earned vacation pay not theretofore used or paid in accordance with the Company's policy for payment of earned and unused vacation time; and (E) provide to the Executive all other accrued but not previously paid unpaid payments and benefits to which Executive may be entitled under the terms of any applicable compensation arrangement or benefit plan or program of the Company (togetherexcluding any severance plan or policy of the Company) (collectively, the “"Accrued Obligations”Compensation"). In addition, subject to Sections 5(e) and 7(b) below and provided that the Employee’s execution and non-revocation Executive executes a release of claims in a binding release in accordance with Section 5(f) below, in the event of the Employee’s Separation from Service with Live Nation by reason of a termination by Live Nation without Cause or a termination by the Employee for Good Reason, Live Nation shall (i) pay form acceptable to the EmployeeCompany (a "Release"), within 60 returns such Release to the Company by no later than 45 days of following the Employee’s Termination Date (with the exact payment date to be determined by Live Nation in its sole discretion), except as set forth in the proviso to this clause, a lump-sum cash payment (less appropriate payroll deductions"Release Deadline") equal to the Employee’s then-current Base Salary times the greater of (a) the number of full months remaining in the Term as of the Termination Date, divided by 12, or (b) two (in either case, the “Cash Severance”); and (ii) accelerate the vesting and lapsing of restrictions on all unvested or restricted equity awards awarded to the Employee does not revoke such Release prior to the Employee’s Termination Date, and, to the extent applicable, all such awards shall remain exercisable until the earlier to occur expiration of the third anniversary of the Termination Date or the stated expiration of such award applicable revocation period (the Cash Severance and accelerated vesting, collectively, the “Severance”), provided that no such accelerating awards shall be exercisable prior to the date on which such Release becomes effective, the Employee’s executed release becomes irrevocable. Each payment under this Section 5(a) "Release Effective Date"), then subject to the further provisions of Sections 3, 4, and 6 below, the Company shall be treated as a separate payment for purposes of Code Section 409A have the following obligations with respect to the Executive (together with or the regulations and other official guidance promulgated thereunder, “Section 409A”). Notwithstanding the foregoingExecutive's estate, if the 60-day period during which the Cash Severance may be paid spans two calendar yearsapplicable), such payment shall be made in the later such calendar year.subject to applicable taxes and withholdings:

Termination Without Cause or for Good Reason. Live Nation may terminate In the Employeeevent the Executive’s employment without Cause (as defined below) or is terminated by the Employee may terminate the Employee’s employment for Good Reason (as defined below) at any time during the Term. If the Employee experiences a “separation from service” (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury Regulation Section 1.409A-1(h)) (a “Separation from Service”) due to the termination of the Employee’s employment by Live Nation Company without Cause or by the Employee’s termination of the Employee’s employment Executive for Good Reason, Live Nation the Executive shall promptly orreceive the following, subject to the execution and timely return by the Executive of a release of claims in the case form to be delivered by the Company, which release shall, by its terms, be irrevocable no later than the sixtieth (60th) day following the termination of obligations described in clause employment: (iv) below, as such obligations become due, pay or provide to the Employee, (ia) the Employee’s earned but unpaid Base Salary accrued through Accrued Obligations, payable in a lump sum within the date time period required by applicable law, and in no event later than thirty (30) days following termination of such Separation from Service employment; (b) if the “Termination Date”), (ii) accrued but unpaid vacation time through the Termination Date, if any, (iii) reimbursement of any business expenses incurred Executive was employed by the Employee prior to Company through at least July 1st of the Termination Date that are reimbursable under Section 3(e) above, (iv) any vested benefits and other amounts due to the Employee under any plan, program or policy of Live Nation, (v) subject to Section 5(e) belowapplicable calendar year, a pro-rated rata portion of any Performance Bonus earned during such calendar year, with the amount (1) prorated based on the number of days employed during such calendar year, (2) determined assuming a “target” achievement level for the calendar year performance criteria for such Performance Bonus, and (3) payable in a lump sum payment on the Company’s first regular pay date on or after the sixtieth (60th) day following the termination of employment; (c) severance pay in an amount equal to the Executive’s Base Salary for twelve (12) months, less applicable taxes and other withholdings, payable in a lump sum payment on the Company’s first regular pay date on or after the sixtieth (60th) day following the termination of employment; (d) for a period of twelve (12) months or until the Executive becomes eligible for comparable employer sponsored health plan benefits, whichever is sooner, all health plan benefits to which the Executive is entitled prior to the termination date under any such benefit plans or arrangements maintained by the Company in which the Termination Date occurs Executive participated, which benefits shall be determined and (vi) any Bonus required to be paid to the Employee pursuant to this Agreement for any calendar year of Live Nation ending prior to the Termination Date, to the extent payable, but not previously paid (together, the “Accrued Obligations”). In addition, subject to Sections 5(e) and 7(b) below and the Employee’s execution and non-revocation of a binding release in accordance with Section 5(f) below, this Agreement and plans or arrangements and shall be provided pursuant to COBRA with the relative costs therefor being paid by the Company and the Executive in the event same proportion as existed while the Executive was an active employee of the EmployeeCompany; and (e) the Stock Options and Restricted Stock granted to the Executive shall be fully and immediately vested, and the Stock Options shall remain exercisable for two (2) years following the termination date or, if sooner, until the end of the applicable Stock Option’s Separation from Service with Live Nation by reason term. For purposes of this Agreement, “Good Reason” means termination because of: (a) a termination by Live Nation material diminution without Cause or the Executive’s consent in the Executive’s duties and responsibilities; (b) a termination material breach by the Employee for Company of this Agreement or any other agreement to which the Executive and the Company are parties; (c) relocation of the Executive’s principal place of employment to a place that is more than thirty-five (35) miles from the Company’s principal place of business in Yardley, Pennsylvania; and (d) failure by the Company to secure in writing the agreement of any successor entity to the Company to assume the Agreement, including a successor to all or substantially all of the assets of the Company. In each such event listed above, the Executive shall give the Company written notice thereof within ninety (90) days after Executive first learns of the existence of the circumstances giving rise to Good Reason, Live Nation which notice shall (i) pay to specify in reasonable detail the Employeecircumstances constituting Good Reason, within 60 days of the Employee’s Termination Date (with the exact payment date to be determined by Live Nation in its sole discretion), except as set forth in the proviso to this clause, a lump-sum cash payment (less appropriate payroll deductions) equal to the Employee’s then-current Base Salary times the greater of (a) the number of full months remaining in the Term as of the Termination Date, divided by 12, or (b) two (in either case, the “Cash Severance”); and (ii) accelerate the vesting and lapsing of restrictions on all unvested or restricted equity awards awarded to the Employee prior to the Employee’s Termination Date, and, to the extent applicable, all such awards shall remain exercisable until the earlier to occur of the third anniversary of the Termination Date or the stated expiration of such award (the Cash Severance and accelerated vesting, collectively, the “Severance”), provided that no such accelerating awards there shall be exercisable prior no Good Reason with respect to any such circumstances if cured by the date on which the Employee’s executed release becomes irrevocable. Each payment under this Section 5(aCompany within thirty (30) shall be treated as a separate payment for purposes of Code Section 409A (together with the regulations and other official guidance promulgated thereunder, “Section 409A”). Notwithstanding the foregoing, if the 60-day period during which the Cash Severance may be paid spans two calendar years, days after such payment shall be made in the later such calendar yearnotice.

Termination Without Cause or for Good Reason. Live Nation may terminate The Company will make the Employee’s employment severance payments specified in Section 5(b) below if this Employment Agreement is terminated pursuant to Sections 4(d) (without Cause (as defined belowCause) or the Employee may terminate the Employee’s employment 4(e) (for Good Reason Reason) hereof. In addition, the employee health and welfare benefits referred to in Exhibit A, Section 1(c) for the Executive (and the Executive’s eligible dependents) shall be continued for a period of thirty (30) months after termination of employment upon substantially the same terms as defined belowprovided to the Executive (and the Executive’s eligible dependents) at any time during immediately before the Term. If the Employee experiences a “separation Executive’s Separation from service” Service (within the meaning of Section 409A(a)(2)(A)(i) including with respect to subsidization of the Internal Revenue Code premiums by the Company); provided, however, that this continuation is not intended to reduce the amount of 1986time that the Executive may obtain coverage at his own expense under the provision of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (the “CodeCOBRA”), and Treasury Regulation Section 1.409A-1(h)comparable state law, except that the Executive’s coverage for such thirty (30)-month period shall be counted against and deducted from the maximum COBRA period (if the applicable maximum COBRA period is eighteen (18) (a “Separation from Service”) due to months, then following the termination of the EmployeeExecutive’s employment by Live Nation without Cause or the Employee’s termination of the Employee’s employment for Good Reason, Live Nation shall promptly or, in the case of obligations described in clause (iv) below, as such obligations become due, pay or provide to the Employee, (i) the Employee’s earned but unpaid Base Salary accrued through the date of such Separation from Service (the “Termination Date”), (ii) accrued but unpaid vacation time through the Termination Date, if any, (iii) reimbursement of any business expenses incurred by the Employee prior to the Termination Date that are reimbursable under Section 3(e) above, (iv) any vested benefits and other amounts due to the Employee under any plan, program or policy of Live Nation, (v) subject to Section 5(e) below, a pro-rated Bonus for the calendar year in which the Termination Date occurs and (vi) any Bonus required to be paid to the Employee pursuant to this Agreement for any calendar year of Live Nation ending prior to the Termination Date, to the extent payable, but not previously paid (togethercoverage hereunder, the “Accrued Obligations”). In addition, subject to Sections 5(e) and 7(b) below and the Employee’s execution and non-revocation of a binding release in accordance with Section 5(f) below, in the event of the Employee’s Separation from Service with Live Nation by reason of a termination by Live Nation without Cause or a termination by the Employee for Good Reason, Live Nation shall (i) pay to the Employee, within 60 days of the Employee’s Termination Date (with the exact payment date to be determined by Live Nation in its sole discretion), except as set forth in the proviso to this clause, a lump-sum cash payment (less appropriate payroll deductions) equal to the Employee’s then-current Base Salary times the greater of (a) the number of full months remaining in the Term as of the Termination Date, divided by 12, or (b) two (in either case, the “Cash Severance”); and (ii) accelerate the vesting and lapsing of restrictions on all unvested or restricted equity awards awarded to the Employee prior to the Employee’s Termination Date, and, to the extent applicable, all such awards shall remain exercisable until the earlier to occur of the third anniversary of the Termination Date or the stated expiration of such award (the Cash Severance and accelerated vesting, collectively, the “Severance”), provided that no such accelerating awards Executive shall be exercisable prior entitled to no further COBRA coverage under the date on which the EmployeeCompany’s executed release becomes irrevocable. Each payment under this Section 5(a) shall be treated as a separate payment for purposes of Code Section 409A (together with the regulations and other official guidance promulgated thereunder, “Section 409A”group health plans). Notwithstanding the foregoing, if in the 60-day period during event that the Executive’s (or the Executive’s eligible dependents’) participation in any such employee health and welfare benefits is not possible after the effective date of termination under the general terms and provisions of such employee health and welfare benefits or would give rise to penalties, the Company shall arrange to provide the Executive (and the Executive’s eligible dependents) with benefits substantially similar to those which the Cash Severance may be paid spans two calendar yearsExecutive (and the Executive’s eligible dependents) is entitled to receive under such employee health and welfare benefits or, alternatively, pay a lump sum amount equal to the reasonable value of such substantially similar benefits (with such lump sum payment shall to be made in within sixty (60) days following the later Executive’s Separation from Service, or if later, within sixty (60) days following a determination that such calendar yearcontinued coverage is not possible or would give rise to penalties).

Termination Without Cause or for Good Reason. Live Nation may terminate the Employee’s employment without Cause (as defined below) or the Employee may terminate the Employee’s employment for Good Reason (as defined below) at any time during the Term4.2.1. If the Employee experiences a “separation from service” (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury Regulation Section 1.409A-1(h)) (a “Separation from Service”) due to the termination of the EmployeeExecutive’s employment by Live Nation the Company ceases due to a termination by the Company without Cause or a resignation by the Employee’s termination of the Employee’s employment Executive for Good Reason, Live Nation shall promptly orthen, in the case of obligations described in clause (iv) below, as such obligations become due, pay or provide addition to the Employee, (i) the Employee’s earned but unpaid Base Salary accrued through the date of such Separation from Service (the “Termination Date”), (ii) accrued but unpaid vacation time through the Termination Date, if any, (iii) reimbursement of any business expenses incurred by the Employee prior to the Termination Date that are reimbursable under payments and benefits provided for in Section 3(e) above, (iv) any vested benefits 4.1 above and other amounts due to the Employee under any plan, program or policy of Live Nation, (v) subject to Section 5(e8 below: (a) below, the Company will pay to the Executive a cash amount equal to pro-rated rata portion of the target Annual Bonus for the calendar year in which the Termination Date occurs termination occurs, determined by multiplying the target Annual Bonus by a fraction, the numerator of which is the number of days during the year that transpired before the date of the Executive’s termination of employment and the denominator of which is 365, (vib) any Bonus required to be paid the Company will pay to the Employee pursuant to this Agreement for any calendar year of Live Nation ending prior Executive on a cash amount equal to the Termination Date, to the extent payable, but not previously paid (together, the “Accrued Obligations”). In addition, subject to Sections 5(e) and 7(b) below and the Employee’s execution and non-revocation sum of a binding release in accordance with Section 5(f) below, in the event of the Employee’s Separation from Service with Live Nation by reason of a termination by Live Nation without Cause or a termination by the Employee for Good Reason, Live Nation shall (i) pay to the Employee, within 60 days one year of the EmployeeExecutive’s Termination Date (with the exact payment date to be determined by Live Nation in its sole discretion), except as set forth in the proviso to this clause, a lump-sum cash payment (less appropriate payroll deductions) equal to the Employee’s then-current Base Salary times the greater of (a) the number of full months remaining as in the Term as of the Termination Dateeffect on such date, divided by 12, or (b) two (in either case, the “Cash Severance”); and (ii) accelerate the vesting and lapsing of restrictions on all unvested or restricted equity awards awarded to target Annual Bonus amount applicable for the Employee prior to calendar year in which the Employee’s Termination Datetermination occurs, and, (c) to the extent applicablenot previously paid, the Company will pay to the Executive any Annual Bonus payable with respect to a calendar year that ended prior to such termination, (d) all outstanding stock options then held by the Executive (including the Stock Option) will immediately become vested and exercisable with respect to that number of additional shares of the Company’s common stock with respect to which such awards shall stock options would have become vested and exercisable had the Executive remained continuously employed by the Company for an additional 12 months following his cessation of employment and will remain exercisable for the shorter of (i) the 12-month period immediately following the Executive’s cessation of employment, or (ii) the period remaining until the earlier to occur scheduled expiration of the third anniversary option (determined without regard to the executive’s cessation of employment), and (d) the Company will pay to the Executive the additional amount, if any, payable pursuant to Section 7 below; provided that if the Company’s obligation to make the payments provided for in this Section 4.2.1 arises due to a cessation of the Termination Date Executive’s employment due to his death or Disability (as defined below), the stated expiration cash payments described in clauses (a), (b) and (c) of this Section 4.2.1 will be offset by the amount of benefits paid to the Executive (or his representative(s), heirs, estate or beneficiaries) pursuant to the life insurance or long-term disability plans, policies or arrangements of the Company by virtue of his death or that Disability (including, for this purpose, only that portion of such award (life insurance or disability benefits funded by the Cash Severance and accelerated vesting, collectively, Company or by premium payments made by the “Severance”Company), provided that no such accelerating awards shall be exercisable prior to the date on which the Employee’s executed release becomes irrevocable. Each payment under this Section 5(a) shall be treated as a separate payment for purposes of Code Section 409A (together with the regulations and other official guidance promulgated thereunder, “Section 409A”). Notwithstanding the foregoing, if the 60-day period during which the Cash Severance may be paid spans two calendar years, such payment shall be made in the later such calendar year.

Termination Without Cause or for Good Reason. Live Nation may terminate Subject to the Employee’s employment terms and conditions of this Section 5, if the Employment Period is terminated by the Company without Cause (as defined below) or the by Employee may terminate the Employee’s employment for Good Reason (as defined below) at any time time, Employee shall be entitled to receive, during the Term. If Severance Period, Employee’s Base Salary payable in the Employee experiences a “separation from service” (within same manner and in the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, same installments as amended previously paid (the “CodeSeverance Payments”), and Treasury Regulation Section 1.409A-1(h)) (a “Separation from Service”) due to the termination of the Employee’s employment by Live Nation without Cause or the Employee’s termination of the Employee’s employment for Good Reason, Live Nation shall promptly or, in the case of obligations described in clause (iv) below, as such obligations become due, pay or provide to the Employee, (i) the Employee’s earned but unpaid Base Salary accrued through the date of such Separation from Service (the “Termination Date”), (ii) accrued but unpaid vacation time through the Termination Date, if any, (iii) reimbursement of any business expenses incurred by the Employee prior to the Termination Date that are reimbursable under Section 3(e) above, (iv) any vested benefits and other amounts due to the Employee under any plan, program or policy of Live Nation, (v) subject to Section 5(e) below, a pro-rated Bonus for the calendar year in which the Termination Date occurs and (vi) any Bonus required to be paid to the Employee pursuant to this Agreement for any calendar year of Live Nation ending prior to the Termination Date, to the extent payable, but not previously paid (together, the “Accrued Obligations”). In addition, subject to Sections 5(e) and 7(b) below and the Employee’s execution and non-revocation of a binding release in accordance with Section 5(f) below, in the event of the Employee’s Separation from Service with Live Nation by reason of a termination by Live Nation without Cause or a termination by the Employee for Good Reason, Live Nation shall (i) pay to the Employee, within 60 days of the Employee’s Termination Date (with the exact payment date to be determined by Live Nation in its sole discretion)and, except as set forth in this Section 5(a) or in Section 5(c), the proviso Company’s obligation to make any other payments or provide any other benefits under this clause, a lump-sum cash payment (less appropriate payroll deductions) equal to the Employee’s then-current Base Salary times the greater of (a) the number of full months remaining in the Term Agreement shall cease as of the Termination Date, divided by 12, or (b) two (in either case. When used herein, the “Cash Severance”); and (ii) accelerate the vesting and lapsing of restrictions on all unvested or restricted equity awards awarded to the Employee prior to the Employee’s Termination Date, and, to the extent applicable, all such awards shall remain exercisable until Severance Period” means the earlier to occur of (x) the third period ending on the twelve (12)-month anniversary of the Termination Date or and (y) the stated expiration of such award (date on which the Cash Severance Employment Period would have expired had the Employment Period not been terminated earlier by the Company without Cause. Employee shall forfeit the compensation and accelerated vestingother benefits otherwise payable to Employee pursuant to this Section 5(a) unless, collectively, the “Severance”), provided that no such accelerating awards shall be exercisable prior to the date on which the Employee’s executed release becomes irrevocable. Each first payment under would otherwise be payable pursuant to this Section 5(a) shall (and in any event within sixty (60) days after receipt of such Separation Document (as hereinafter defined)), Employee executes and delivers to the Company (and does not revoke or breach), a complete mutual release in favor of each member of the Company Group and their affiliates, and their respective equityholders, officers, managers, directors, employees, lenders, principals and attorneys, in a form reasonably acceptable to the Company (the “Separation Document”); provided, however, that if the sixty (60)-day period (together with any applicable consideration and revocation periods) begins in one (1) calendar year and ends in a second calendar year, then regardless of the date on which the Separation Document is actually executed, the Severance Payments (if owed) will be treated as paid in such second calendar year no later than ten (10) days after the last day of such sixty (60)-day period (or, if later, upon the expiration of the applicable consideration and revocation periods), subject to the Company’s ability to accelerate such payments to the extent it would not result in a separate payment for purposes violation of Code Section 409A (together with 409A. If Employee breaches or revokes the regulations and other official guidance promulgated thereunderSeparation Document provided pursuant to the previous sentence, “then Employee shall promptly repay to the Company all amounts paid to Employee pursuant to this Section 409A”). Notwithstanding the foregoing, if the 60-day period during which the Cash Severance may be paid spans two calendar years, 5(a) prior to such payment shall be made in the later such calendar yearrevocation.

Termination Without Cause or for Good Reason. Live Nation may terminate In the event that the Term and Employee’s employment hereunder is terminated by Employer without Cause (as defined below) Cause, or the by Employee may terminate the Employee’s employment for Good Reason (as defined below) at any time during the Term. If the time, Employee experiences a “separation from service” shall be entitled to receive (within the meaning of Section 409A(a)(2)(A)(ia) accrued and unpaid Base Salary as of the Internal Revenue Code date of 1986termination of employment, as amended (b) any unpaid Guaranteed Bonus for the year prior to the year in which termination occurs, and (c) an aggregate amount equal to two (2), multiplied by, the sum of (x) Employee’s Base Salary and (y) the Guaranteed Bonus (the “CodeCompensation Continuation”), . Such amounts in clauses (a) and Treasury Regulation Section 1.409A-1(h)(b) shall be paid in a lump sum within thirty (a “Separation from Service”30) due to days after the termination date of the Employee’s employment by Live Nation without Cause or the Employee’s termination of employment. In order to receive the Compensation Continuation, Employee must first execute and deliver a release of claims in the form attached hereto as Exhibit A (the “Release”), that has become effective in accordance with its terms (including the expiration of any applicable revocation period contained therein or required by applicable law) within sixty (60) days after the date of termination of Employee’s employment for Good Reason(such 60-day period, Live Nation the “Release Period”). The Compensation Continuation shall promptly orbe paid ratably in monthly installments over the twenty-four (24) month period immediately following such termination, in with the case of obligations described in clause first such installment to be paid no later than ten (iv10) below, as such obligations become due, pay or provide to the Employee, (i) the Employee’s earned but unpaid Base Salary accrued through days following the date on which the Release becomes effective and irrevocable (which installment shall include any installment of such Separation from Service (the “Termination Date”), (ii) accrued but unpaid vacation time through the Termination Date, if any, (iii) reimbursement of any business expenses incurred by the Compensation Continuation that would have been paid to Employee prior to such date absent the Termination Date requirement to execute the Release); provided, that, if the Release Period spans two calendar years, then the first installment of the Compensation Continuation (which installment shall include any installment of the Compensation Continuation that are reimbursable under Section 3(ewould have been paid to Employee prior to such date absent this proviso) above, (iv) any vested benefits and other amounts due to will be paid on the Employee under any plan, program or policy first business day of Live Nation, (v) subject to Section 5(e) below, a pro-rated Bonus for the second calendar year in if such date is later than the date on which the Termination Date occurs and (vi) any Bonus required to be such installment would otherwise have been paid to the Employee pursuant to this Agreement for any calendar year of Live Nation ending prior to the Termination Date, to the extent payable, but not previously paid (together, the “Accrued Obligations”)Subsection 4.6 absent this proviso. In addition, subject to Sections 5(e) and 7(b) below and the Employee’s execution and non-revocation of a binding release in accordance with Section 5(f) below, in the event of any termination of the Term and Employee’s Separation from Service with Live Nation employment hereunder by reason of a termination by Live Nation Employer without Cause or a termination by the Employee for Good Reason, Live Nation Employee shall (i) pay resign all positions held with the Employer Group. Notwithstanding anything to the contrary in this Agreement, Employer agrees that in no event shall Employer terminate the Term and Employee’s employment hereunder without Cause prior to or following an IPO; provided, within 60 days that following an IPO, Employer may terminate the Term and Employee’s employment hereunder without Cause solely upon the determination of the Employee’s Termination Date (with the exact payment date to be determined by Live Nation in its sole discretion), except as set forth in the proviso to this clause, a lump-sum cash payment (less appropriate payroll deductions) equal to the Employee’s then-current Base Salary times the greater of (a) the number of full months remaining in the Term as of the Termination Date, divided by 12, or (b) two (in either case, the “Cash Severance”); and (ii) accelerate the vesting and lapsing of restrictions on all unvested or restricted equity awards awarded to the Employee prior to the Employee’s Termination Date, and, to the extent applicable, all such awards shall remain exercisable until the earlier to occur of the third anniversary of the Termination Date or the stated expiration of such award (the Cash Severance and accelerated vesting, collectively, the “Severance”), provided that no such accelerating awards shall be exercisable prior to the date on which the Employee’s executed release becomes irrevocable. Each payment under this Section 5(a) shall be treated as a separate payment for purposes of Code Section 409A (together with the regulations and other official guidance promulgated thereunder, “Section 409A”). Notwithstanding the foregoing, if the 60-day period during which the Cash Severance may be paid spans two calendar years, such payment shall be made in the later such calendar yearEGH Executive Committee.

Termination Without Cause or for Good Reason. Live Nation may terminate In the event that the Term and Employee’s employment hereunder is terminated by Employer without Cause or by Employee for Good Reason, in each case, prior to the second anniversary of the Effective Date, Employee shall be entitled to receive (a) accrued and unpaid Base Salary or Annual Bonus earned but not yet paid as defined belowof the date of termination of employment, which shall be paid in a lump sum within thirty (30) or days after the Employee may terminate the date of Employee’s employment termination of employment, or otherwise required by applicable law, or, in respect of the Annual Bonus, on the scheduled payment date in accordance with Subsection 3.2, (b) payment of the Annual Bonus in an amount equal to the Minimum Annual Bonus for Good Reason (as defined below) at any time each calendar year during the Term. If period commencing on the Employee experiences a “separation from service” date of termination and ending on the later of (within i) the meaning of Section 409A(a)(2)(A)(i) second anniversary of the Internal Revenue Code Effective Date and (ii) the first anniversary of 1986the date of termination (such period of time, the “Continuation Period”) for which the Annual Bonus has not yet been earned or paid (prorated for any partial year at the end of the Continuation Period), payable on the scheduled payment date for the applicable Annual Bonus in accordance with Subsection 3.2 as if Employee had remained employed through the payment date of such Annual Bonus, assuming the Minimum Annual Bonus for any period after the Term, as amended applicable, remained consistent with Subsection 3.2 (the “CodeBonus Continuation”), (c) continued payment of the Base Salary in effect as of the date of Employee’s termination of employment as if Employee had remained employed through the Continuation Period (the “Continuation Payments”), and Treasury Regulation Section 1.409A-1(h(d) accelerated vesting of the portion of (i) the Annual Equity Award subject to time-based vesting and (ii) the IPO Equity Award, in each case (i) and (ii) that remains unvested as of the date of termination (the “Equity Award Acceleration”). Notwithstanding anything in this Agreement to the contrary, the Continuation Payments and any right to the Bonus Continuation shall immediately cease (and Employee shall forfeit the portion of the Annual Equity Award and IPO Equity Award subject to the Equity Award Acceleration and any equity received in respect thereof (and refund all proceeds received in respect of such equity through sale thereof or otherwise)) in the event that Employee breaches any of the covenants set forth in Sections 7 or 8 of this Agreement or any restrictive covenants then-applicable to Employee. In order to receive the Continuation Payments, the Bonus Continuation and the Equity Award Acceleration, Employee must first execute and deliver a release of claims in the form attached hereto as Exhibit B (a the “Separation from ServiceRelease”), that has become effective in accordance with its terms (including the expiration of any applicable revocation period contained therein or required by applicable law) due to within sixty (60) days after the date of termination of the Employee’s employment by Live Nation without Cause (such 60-day period, the “Release Period”). The Continuation Payments shall be paid ratably in monthly installments over the Continuation Period with the first such installment to be paid no later than ten (10) days following the date on which the Release becomes effective and irrevocable (which installment shall include any installment of the Continuation Payments that would have been paid to Employee prior to such date absent the requirement to execute the Release); provided, that, if the Release Period spans two calendar years, then the first installment of the Continuation Payments (which installment shall include any installment of the Continuation Payments that would have been paid to Employee prior to such date absent this proviso) will be paid on the first business day of the second calendar year if such date is later than the date on which such installment would otherwise have been paid pursuant to this Subsection 4.6 absent this proviso. Notwithstanding anything to the contrary in the Annual Equity Award Agreements or the Employee’s termination of the Employee’s employment for Good Reason, Live Nation shall promptly or, in the case of obligations described in clause (iv) below, as such obligations become due, pay or provide to the EmployeeIPO Equity Award Agreements, (i) the Employee’s earned but unpaid Base Salary accrued through portion of the Annual Equity Award subject to time-based vesting and IPO Equity Award that, in each case, remains unvested as of the date of such Separation from Service termination by Employer without Cause or by Employee for Good Reason shall remain outstanding and unvested and shall become vested (and be exercisable and/or settled) if and only if the “Termination Date”)Release becomes effective as described above and Employee is otherwise entitled hereunder, subject to compliance with Section 409A of the Code, and (ii) accrued but unpaid vacation time through if the Termination DateRelease does not become so effective, if any, (iii) reimbursement such portion shall be forfeited for no consideration immediately following the end of any business expenses incurred by the Employee prior to the Termination Date that are reimbursable under Section 3(e) above, (iv) any vested benefits and other amounts due to the Employee under any plan, program or policy of Live Nation, (v) subject to Section 5(e) below, a pro-rated Bonus for the calendar year in which the Termination Date occurs and (vi) any Bonus required to be paid to the Employee pursuant to this Agreement for any calendar year of Live Nation ending prior to the Termination Date, to the extent payable, but not previously paid (together, the “Accrued Obligations”)Release Period. In addition, subject to Sections 5(e) and 7(b) below and the Employee’s execution and non-revocation of a binding release in accordance with Section 5(f) below, in the event of any termination of the Term and Employee’s Separation from Service with Live Nation employment hereunder by reason of a termination by Live Nation Employer without Cause or a termination by the Employee for Good Reason, Live Nation Employee shall (i) pay to the Employee, within 60 days of the Employee’s Termination Date (resign all positions held with the exact payment date to be determined by Live Nation in its sole discretion), except as set forth in the proviso to this clause, a lump-sum cash payment (less appropriate payroll deductions) equal to the Employee’s then-current Base Salary times the greater of (a) the number of full months remaining in the Term as of the Termination Date, divided by 12, or (b) two (in either case, the “Cash Severance”); and (ii) accelerate the vesting and lapsing of restrictions on all unvested or restricted equity awards awarded to the Employee prior to the Employee’s Termination Date, and, to the extent applicable, all such awards shall remain exercisable until the earlier to occur of the third anniversary of the Termination Date or the stated expiration of such award (the Cash Severance and accelerated vesting, collectively, the “Severance”), provided that no such accelerating awards shall be exercisable prior to the date on which the Employee’s executed release becomes irrevocable. Each payment under this Section 5(a) shall be treated as a separate payment for purposes of Code Section 409A (together with the regulations and other official guidance promulgated thereunder, “Section 409A”). Notwithstanding the foregoing, if the 60-day period during which the Cash Severance may be paid spans two calendar years, such payment shall be made in the later such calendar yearEmployer Group.

Termination Without Cause or for Good Reason. Live Nation may terminate If this Agreement is terminated by the Employee’s employment without Cause (as defined below) or the Employee may terminate the Employee’s employment for Good Reason (as defined below) at any time during the Term. If the Employee experiences a “separation from service” (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury Regulation Section 1.409A-1(h)) (a “Separation from Service”) due to the termination of the Employee’s employment by Live Nation Company without Cause or by the Employee’s termination of the Employee’s employment Executive for Good Reason, Live Nation shall promptly orthen the Company will pay the Executive (i) all accrued, but unpaid, wages through the termination date, based on the Executive’s then current Base Salary; (ii) all accrued, but unpaid, vacation through the termination date, based on the Executive’s then current Base Salary; (iii) all approved, but unreimbursed, business expenses, provided that a request for reimbursement of business expenses is submitted in accordance with the case Company’s policies and submitted within five (5) business days of obligations described in clause the Executive’s termination date; (iv) belowall earned and accrued, as such obligations become due, pay or provide to the Employee, (i) the Employee’s earned but unpaid Base Salary accrued through Bonuses; and (v) if the Executive is participating in the Company’s group medical, vision and dental plan immediately prior to the date of termination, a lump sum payment equal to eighteen (18) times (or such Separation from Service lesser period that the Executive and/or the Executive’s eligible dependents are entitled to under COBRA) the amount of monthly employer contribution that the Company made to an issuer (or as otherwise determined on an actuarial basis based upon the “Termination Date”)applicable monthly premium for continuation coverage under COBRA) to provide medical, (ii) accrued but unpaid vacation time through vision and dental insurance to the Termination DateExecutive and his dependents in the month immediately preceding the date of termination; provided, if anyhowever, (iii) reimbursement that the Executive or the Executive’s eligible dependents shall be solely responsible for any requirements which must be satisfied or actions that must be taken in order to obtain such COBRA continuation coverage. Payment of any business expenses incurred the amounts listed in this Section 7.4 shall be made by the Employee prior to Company within thirty (30) days of the Termination Date that are reimbursable under Section 3(e) aboveExecutive’s termination date, (iv) any vested benefits and other amounts due to with the Employee under any plan, program or policy of Live Nation, (v) subject to Section 5(e) below, a pro-rated Bonus for payment date determined by the calendar year Company in which the Termination Date occurs and (vi) any Bonus required to be paid to the Employee pursuant to this Agreement for any calendar year of Live Nation ending prior to the Termination Date, to the extent payable, but not previously paid (together, the “Accrued Obligations”)its sole discretion. In addition, subject the Company will pay the Executive a separation payment equal to Sections 5(ethree times (3x) the sum of (A) the Executive’s then current Base Salary, and (B) the Executive’s average Bonus for the two (2) annual Bonus periods completed prior to termination. In the event this Agreement is terminated by the Company without Cause or by Executive for Good Reason before Executive completes two (2) annual Bonus periods, then part (B) will be three times (3x) Executive’s Bonus for the most recently completed Bonus Period, or, if Employee has not been employed for a complete annual Bonus period, then such amount shall be annualized and the Bonus will be three times (3x) the annualized amount. Payment of the separation payment shall begin on the first regular payroll payment date occurring after the sixtieth (60th) day following the Executive’s termination date (the “Severance Delay Period”) and 7(bwill be paid over a period of thirty-six (36) below and the Employee’s execution and non-revocation of a binding release months from such date in accordance with Section 5(f) below, in the event of the EmployeeCompany’s Separation from Service with Live Nation by reason of a termination by Live Nation without Cause or a termination by the Employee for Good Reason, Live Nation shall (i) pay to the Employee, within 60 days of the Employee’s Termination Date (with the exact payment date to be determined by Live Nation in its sole discretion), except regular payroll practices. Except as set forth in this Section 7.4, the proviso to this clause, a lump-sum cash payment (less appropriate payroll deductions) equal Company shall have no other obligations to the Employee’s then-current Base Salary times the greater of (a) the number of full months remaining in the Term as of the Termination Date, divided by 12, or (b) two (in either caseExecutive under this Agreement; however, the “Cash Severance”); Executive shall continue to be bound by Section 10 and (ii) accelerate all other post-termination obligations to which the vesting and lapsing of restrictions on all unvested or restricted equity awards awarded to the Employee prior to the Employee’s Termination DateExecutive is subject, andincluding, to the extent applicable, all such awards shall remain exercisable until the earlier to occur of the third anniversary of the Termination Date or the stated expiration of such award (the Cash Severance and accelerated vesting, collectivelybut not limited to, the “Severance”)obligations contained in this Agreement that survive the expiration or earlier termination of this Agreement, as provided that no such accelerating awards shall be exercisable prior to the date on which the Employee’s executed release becomes irrevocable. Each payment under this Section 5(a) shall be treated as a separate payment for purposes of Code Section 409A (together with the regulations and other official guidance promulgated thereunder, “Section 409A”). Notwithstanding the foregoing, if the 60-day period during which the Cash Severance may be paid spans two calendar years, such payment shall be made in the later such calendar yearherein.

Termination Without Cause or for Good Reason. Live Nation may terminate In the event that the Term and Employee’s employment without Cause (as defined below) or the Employee may terminate the Employee’s employment for Good Reason (as defined below) at any time during the Term. If the Employee experiences a “separation from service” (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury Regulation Section 1.409A-1(h)) (a “Separation from Service”) due to the termination of the Employee’s employment hereunder is terminated by Live Nation Employer without Cause or by Employee for Good Reason, in each case, prior to December 31, 2023, Employee shall be entitled to receive (a) accrued and unpaid Base Salary or Annual Bonus earned but not yet paid as of the date of termination of employment, which shall be paid in a lump sum within thirty (30) days after the date of Employee’s termination of the Employee’s employment for Good Reasonemployment, Live Nation shall promptly or otherwise required by applicable law or, in respect of the case of obligations described Annual Bonus, on the scheduled payment date in clause accordance with Subsection 3.2, (ivb) below, as such obligations become due, pay or provide payment equal to the Employee, (i) the Employee’s earned but unpaid Base Salary accrued through the date of such Separation from Service (the “Termination Date”), (ii) accrued but unpaid vacation time through the Termination Date, if any, (iii) reimbursement of any business expenses incurred by the Employee prior to the Termination Date that are reimbursable under Section 3(e) above, (iv) any vested benefits and other amounts due to the Employee under any plan, program or policy of Live Nation, (v) subject to Section 5(e) below, a pro-rated Target Bonus for the calendar year in which termination occurs, payable on the Termination Date occurs scheduled payment date for the Target Bonus in accordance with Subsection 3.2 as if Employee had remained employed through the payment date of such Target Bonus (the “Bonus Continuation”), (c) continued payment of the Base Salary in effect as of the date of Employee’s termination of employment, payable by Employer in equal installments as if Employee had remained employed through the later of (i) December 31, 2023, and (viii) the first anniversary of the date of termination (the “Continuation Payments” and such period, the “Continuation Period”) and (d) accelerated vesting of the portion of (i) the Annual Equity Award subject to time-based vesting and (ii) the Post-IPO Supplemental Equity Award, in each case (i) and (ii), that remains unvested as of the date of termination (the “Equity Award Acceleration”). Notwithstanding anything in this Agreement to the contrary, the Continuation Payments and any right to the Bonus Continuation shall immediately cease (and Employee shall forfeit the portion of the Annual Equity Award and Post-IPO Supplemental Equity Award subject to the Equity Award Acceleration and any equity received in respect thereof (and refund all proceeds received in respect of such equity through sale thereof or otherwise)) in the event that Employee breaches any of the covenants set forth in Sections 7 or 8 of this Agreement or any restrictive covenants then- applicable to Employee. In order to receive the Continuation Payments, the Bonus Continuation and the Equity Award Acceleration, Employee must first execute and deliver a release of claims in the form attached hereto as Exhibit A (the “Release”), that has become effective in accordance with its terms (including the expiration of any applicable revocation period contained therein or required by applicable law) within sixty (60) days after the date of termination of Employee’s employment (such 60-day period, the “Release Period”). The Continuation Payments shall be paid ratably in monthly installments over the Continuation Period with the first such installment to be paid no later than ten (10) days following the date on which the Release becomes effective and irrevocable (which installment shall include any installment of the Continuation Payments that would have been paid to Employee prior to such date absent the requirement to execute the Release); provided, that, if the Release Period spans two calendar years, then the first installment of the Continuation Payments (which installment shall include any installment of the Continuation Payments that would have been paid to Employee prior to such date absent this proviso) will be paid on the first business day of the second calendar year if such date is later than the date on which such installment would otherwise have been paid pursuant to this Agreement for any calendar year of Live Nation ending prior Subsection 4.6 absent this proviso. Notwithstanding anything to the Termination Datecontrary in the Annual Equity Award Agreements and Post-IPO Supplemental Equity Award Agreements, (i) the portion of the Annual Equity Award subject to time-based vesting and Post-IPO Supplemental Equity Award that, in each case, remains unvested as of the extent payable, but not previously paid date of termination by Employer without Cause or by Employee for Good Reason shall remain outstanding and unvested and shall become vested (together, and be exercisable and/or settled) if and only if the “Accrued Obligations”). In additionRelease becomes effective as described above and Employee is otherwise entitled hereunder, subject to Sections 5(e) and 7(b) below and the Employee’s execution and non-revocation of a binding release in accordance compliance with Section 5(f409A of the Code, and (ii) belowif the Release does not become so effective, in such portion shall be forfeited for no consideration immediately following the end of the Release Period. In the event of any termination of the Term and Employee’s Separation from Service with Live Nation employment hereunder by reason of a termination by Live Nation Employer without Cause or a termination by the Employee for Good Reason, Live Nation Employee shall (i) pay to the Employee, within 60 days of the Employee’s Termination Date (resign all positions held with the exact payment date to be determined by Live Nation in its sole discretion), except as set forth in the proviso to this clause, a lump-sum cash payment (less appropriate payroll deductions) equal to the Employee’s then-current Base Salary times the greater of (a) the number of full months remaining in the Term as of the Termination Date, divided by 12, or (b) two (in either case, the “Cash Severance”); and (ii) accelerate the vesting and lapsing of restrictions on all unvested or restricted equity awards awarded to the Employee prior to the Employee’s Termination Date, and, to the extent applicable, all such awards shall remain exercisable until the earlier to occur of the third anniversary of the Termination Date or the stated expiration of such award (the Cash Severance and accelerated vesting, collectively, the “Severance”), provided that no such accelerating awards shall be exercisable prior to the date on which the Employee’s executed release becomes irrevocable. Each payment under this Section 5(a) shall be treated as a separate payment for purposes of Code Section 409A (together with the regulations and other official guidance promulgated thereunder, “Section 409A”). Notwithstanding the foregoing, if the 60-day period during which the Cash Severance may be paid spans two calendar years, such payment shall be made in the later such calendar yearEmployer Group.

Termination Without Cause or for Good Reason. Live Nation may terminate In the event that the Term and Employee’s employment hereunder is terminated by Employer without Cause (as defined below) Cause, or the Employee may terminate the Employee’s employment for Good Reason (as defined below) at any time during the Term. If the Employee experiences a “separation from service” (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury Regulation Section 1.409A-1(h)) (a “Separation from Service”) due to the termination of the Employee’s employment by Live Nation without Cause or the Employee’s termination of the Employee’s employment for Good Reason, Live Nation shall promptly or, in the case of obligations described in clause (iv) below, as such obligations become due, pay or provide to the Employee, (i) the Employee’s earned but unpaid Base Salary accrued through the date of such Separation from Service (the “Termination Date”), (ii) accrued but unpaid vacation time through the Termination Date, if any, (iii) reimbursement of any business expenses incurred by the Employee prior to the Termination Date that are reimbursable under Section 3(e) above, (iv) any vested benefits and other amounts due to the Employee under any plan, program or policy of Live Nation, (v) subject to Section 5(e) below, a pro-rated Bonus for the calendar year in which the Termination Date occurs and (vi) any Bonus required to be paid to the Employee pursuant to this Agreement for any calendar year of Live Nation ending prior to the Termination Date, to the extent payable, but not previously paid (together, the “Accrued Obligations”). In addition, subject to Sections 5(e) and 7(b) below and the Employee’s execution and non-revocation of a binding release in accordance with Section 5(f) below, in the event of the Employee’s Separation from Service with Live Nation by reason of a termination by Live Nation without Cause or a termination by the Employee for Good Reason, Live Nation Employee shall be entitled to receive (ia) pay accrued and unpaid Base Salary or Annual Bonus earned but not yet paid as of the date of termination of employment, which shall be paid in a lump sum within thirty (30) days after the date of Employee’s termination of employment or, in respect of the Annual Bonus, on the scheduled payment date in accordance with Subsection 3.2, and (b) continued payment of the Base Salary in effect as of the date of Employee’s termination of employment as if Employee had remained employed through the remainder of the Term (the “Continuation Payments” and such period, the “Continuation Period”). Notwithstanding anything in this Agreement to the Employeecontrary, within 60 days the Continuation Payments shall immediately cease in the event that Employee breaches any of the Employee’s Termination Date (with the exact payment date to be determined by Live Nation in its sole discretion), except as covenants set forth in Sections 7 or 8 of this Agreement or any restrictive covenants then-applicable to Employee. In order to receive the proviso to this clauseContinuation Payments, Employee must first execute and deliver a lump-sum cash payment release of claims in the form attached hereto as Exhibit B (less appropriate payroll deductionsthe “Release”), that has become effective in accordance with its terms (including the expiration of any applicable revocation period contained therein or required by applicable law) equal to within sixty (60) days after the date of termination of Employee’s thenemployment (such 60-current Base Salary times the greater of (a) the number of full months remaining in the Term as of the Termination Date, divided by 12, or (b) two (in either caseday period, the “Cash SeveranceRelease Period”); and (ii) accelerate the vesting and lapsing of restrictions on all unvested or restricted equity awards awarded to the Employee prior to the Employee’s Termination Date, and, to the extent applicable, all such awards shall remain exercisable until the earlier to occur of the third anniversary of the Termination Date or the stated expiration of such award (the Cash Severance and accelerated vesting, collectively, the “Severance”), provided that no such accelerating awards . The Continuation Payments shall be exercisable prior paid ratably in monthly installments over the Continuation Period with the first such installment to be paid no later than ten (10) days following the date on which the Employee’s executed release Release becomes irrevocable. Each payment under this Section 5(a) effective and irrevocable (which installment shall be treated as a separate payment for purposes include any installment of Code Section 409A (together with the regulations and other official guidance promulgated thereunderContinuation Payments that would have been paid to Employee prior to such date absent the requirement to execute the Release); provided, “Section 409A”). Notwithstanding the foregoingthat, if the 60-day period during which the Cash Severance may be paid Release Period spans two calendar years, then the first installment of the Continuation Payments (which installment shall include any installment of the Continuation Payments that would have been paid to Employee prior to such payment date absent this proviso) will be paid on the first business day of the second calendar year if such date is later than the date on which such installment would otherwise have been paid pursuant to this Subsection 4.6 absent this proviso. In the event of any termination of the Term and Employee’s employment hereunder by Employer without Cause or by Employee for Good Reason, Employee shall be made in resign all positions held with the later such calendar yearEmployer Group.

Termination Without Cause or for Good Reason. Live Nation The Company may voluntarily terminate the Employee’s employment this Agreement without Cause (as defined below) or by giving written notice to Executive. Any such notice shall specify the Employee may terminate the Employee’s employment for Good Reason (as defined below) at any time during the Term. If the Employee experiences a “separation from service” (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury Regulation Section 1.409A-1(h)) (a “Separation from Service”) due to the termination of the Employee’s employment by Live Nation without Cause or the Employee’s termination of the Employee’s employment for Good Reason, Live Nation shall promptly or, in the case of obligations described in clause (iv) below, as such obligations become due, pay or provide to the Employee, (i) the Employee’s earned but unpaid Base Salary accrued through the exact date of such Separation from Service termination (the “Termination Date”), . Executive may voluntarily terminate this agreement for Good Reason by giving written notice to the Company specifying the exact Termination Date. “Good Reason” means any of the following (i) a material diminution by the Company of Executive’s then existing base salary or incentive compensation opportunity; (ii) accrued but unpaid vacation time through a material diminution in Executive’s authorities, duties and/or responsibilities; or (iii) the Company’s decision to permanently relocate Executive’s residence or the Company’s principal business office by more than sixty (60) miles from its then current location, other than with respect to the relocation of the Company’s principal business office to Brentwood, Tennessee and the Executive’s relocation with respect thereto; provided, however, that no termination by Executive shall constitute a termination for Good Reason unless: (1) Executive gives the Company notice of the existence of the condition constituting Good Reason within thirty (30) days following the initial occurrence thereof; (2) the Company does not remedy or cure the Good Reason condition within thirty (30) days of receiving such notice described in (1); and (3) Executive terminates employment within thirty (30) days following the end of the cure period described in (2). If Executive’s employment under this Agreement is terminated by the Company without Cause or by Executive for Good Reason, subject to the condition set forth below in Section 5(c), Executive shall be entitled to receive, after the Termination Date, if any, the Accrued Obligations and eighteen (iii18) reimbursement months of any business expenses incurred by the Employee prior to following “Severance Benefits”: (i) his Base Salary at the rate existing on the Termination Date Date; (ii) if Executive timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) or any state equivalent, for himself and his covered dependents under the Company’s group health plans following such termination, then the Company shall pay the COBRA premiums necessary to continue Executive’s health insurance coverage in effect for himself and his eligible dependents on the date of his termination until the earliest of (A) the date that are reimbursable under Section 3(eis eighteen (18) above, (iv) any vested benefits and other amounts due to the Employee under any plan, program or policy of Live Nation, (v) subject to Section 5(e) below, a pro-rated Bonus for the calendar year in which the Termination Date occurs and (vi) any Bonus required to be paid to the Employee pursuant to this Agreement for any calendar year of Live Nation ending prior to months after the Termination Date, to (B) the extent payableexpiration of Executive’s eligibility for continuation coverage under COBRA, but not previously paid or (togetherC) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment (such period from the termination date through the earliest of (A) through (C), the “Accrued ObligationsCOBRA Payment Period”). In additionWith respect to payment of COBRA premiums described above, subject Executive must pay his portion of any premiums with after-tax income and any portion of such premiums paid for by the Company shall be fully taxable to Sections 5(e) and 7(b) below Executive. If Executive becomes eligible for coverage under another employer’s group health plan, through self-employment, or otherwise ceases to be eligible for COBRA coverage during the period provided in this Section, Executive must immediately notify the Company of such event, and the EmployeeCompany’s execution and non-revocation of a binding release in accordance with Section 5(f) below, in the event of the Employeeobligation to pay COBRA premiums on Executive’s Separation from Service with Live Nation by reason of a termination by Live Nation without Cause or a termination by the Employee for Good Reason, Live Nation behalf shall (i) pay to the Employee, within 60 days of the Employee’s Termination Date (with the exact payment date to be determined by Live Nation in its sole discretion), except as set forth in the proviso to this clause, a lump-sum cash payment (less appropriate payroll deductions) equal to the Employee’s then-current Base Salary times the greater of (a) the number of full months remaining in the Term as of the Termination Date, divided by 12, or (b) two (in either case, the “Cash Severance”); and (ii) accelerate the vesting and lapsing of restrictions on all unvested or restricted equity awards awarded to the Employee prior to the Employee’s Termination Date, and, to the extent applicable, all such awards shall remain exercisable until the earlier to occur of the third anniversary of the Termination Date or the stated expiration of such award (the Cash Severance and accelerated vesting, collectively, the “Severance”), provided that no such accelerating awards shall be exercisable prior to the date on which the Employee’s executed release becomes irrevocable. Each payment under this Section 5(a) shall be treated as a separate payment for purposes of Code Section 409A (together with the regulations and other official guidance promulgated thereunder, “Section 409A”)cease. Notwithstanding the foregoing, if at any time the 60-Company determines, in its sole discretion, that its payment of COBRA premiums on Executive’s behalf would result in a violation of applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then in lieu of paying COBRA premiums on Executive’s behalf, the Company will pay Executive on the last day period during of each remaining month of the COBRA Payment Period a cash payment equal to the COBRA premium for that month, which the Cash Severance may be paid spans two calendar years, such payment shall be subject to applicable tax withholding (such amount, the “Special Severance Payment”), such Special Severance Payment to be made without regard to Executive’s payment of COBRA premiums and without regard to the expiration of the COBRA Payment Period prior to the end of the COBRA continuation period. Such Special Severance Payment shall end on the earlier of (i) the date on which Executive commences other full-time, regular employment (i.e., excluding temporary or consulting positions) and (ii) the close or termination of the COBRA continuation period following Executive’s termination. All Base Salary payments shall be paid over time in accordance with the later Company’s general payroll practices, as and when such calendar yearBase Salary would have been paid had Executive’s employment not terminated, with the first Base Salary installment due for the payroll period beginning immediately following the expiration of the separation agreement revocation period described below. Executive shall not be under any obligation to mitigate the Company’s obligation by securing other employment or otherwise.

Termination Without Cause or for Good Reason. Live Nation may terminate In the event that the Term and Employee’s employment without Cause (as defined below) or the Employee may terminate the Employee’s employment for Good Reason (as defined below) at any time during the Term. If the Employee experiences a “separation from service” (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury Regulation Section 1.409A-1(h)) (a “Separation from Service”) due to the termination of the Employee’s employment hereunder is terminated by Live Nation Employer without Cause or by Employee for Good Reason, in each case, prior to December 31, 2023, Employee shall be entitled to receive (a) accrued and unpaid Base Salary or Annual Bonus earned but not yet paid as of the date of termination of employment, which shall be paid in a lump sum within thirty (30) days after the date of Employee’s termination of the Employee’s employment for Good Reasonemployment, Live Nation shall promptly or otherwise required by applicable law, or, in respect of the case of obligations described Annual Bonus, on the scheduled payment date in clause accordance with Subsection 3.2, (ivb) below, as such obligations become due, pay or provide payment equal to the Employee, (i) the Employee’s earned but unpaid Base Salary accrued through the date of such Separation from Service (the “Termination Date”), (ii) accrued but unpaid vacation time through the Termination Date, if any, (iii) reimbursement of any business expenses incurred by the Employee prior to the Termination Date that are reimbursable under Section 3(e) above, (iv) any vested benefits and other amounts due to the Employee under any plan, program or policy of Live Nation, (v) subject to Section 5(e) below, a pro-rated Target Bonus for the calendar year in which termination occurs, payable on the Termination Date occurs scheduled payment date for the Target Bonus in accordance with Subsection 3.2 as if Employee had remained employed through the payment date of such Target Bonus (the “Bonus Continuation”), (c) continued payment of the Base Salary in effect as of the date of Employee’s termination of employment, payable by Employer in equal installments as if Employee had remained employed through the later of (i) December 31, 2023, and (viii) the first anniversary of the date of termination (the “Continuation Payments” and such period, the “Continuation Period”) and (d) accelerated vesting of the portion of (i) the Annual Equity Award subject to time-based vesting, (ii) the IPO Equity Award, and (iii) the Post-IPO Supplemental Equity Award, in each case (i), (ii) and (iii), that remains unvested as of the date of termination (the “Equity Award Acceleration”). Notwithstanding anything in this Agreement to the contrary, the Continuation Payments and any right to the Bonus Continuation shall immediately cease (and Employee shall forfeit the portion of the Annual Equity Award, IPO Equity Award and Post-IPO Supplemental Equity Award subject to the Equity Award Acceleration and any equity received in respect thereof (and refund all proceeds received in respect of such equity through sale thereof or otherwise)) in the event that Employee breaches any of the covenants set forth in Sections 7 or 8 of this Agreement or any restrictive covenants then-applicable to Employee. In order to receive the Continuation Payments, the Bonus Continuation and the Equity Award Acceleration, Employee must first execute and deliver a release of claims in the form attached hereto as Exhibit A (the “Release”), that has become effective in accordance with its terms (including the expiration of any applicable revocation period contained therein or required by applicable law) within sixty (60) days after the date of termination of Employee’s employment (such 60-day period, the “Release Period”). The Continuation Payments shall be paid ratably in monthly installments over the Continuation Period with the first such installment to be paid no later than ten (10) days following the date on which the Release becomes effective and irrevocable (which installment shall include any installment of the Continuation Payments that would have been paid to Employee prior to such date absent the requirement to execute the Release); provided, that, if the Release Period spans two calendar years, then the first installment of the Continuation Payments (which installment shall include any installment of the Continuation Payments that would have been paid to Employee prior to such date absent this proviso) will be paid on the first business day of the second calendar year if such date is later than the date on which such installment would otherwise have been paid pursuant to this Agreement for any calendar year of Live Nation ending prior Subsection 4.6 absent this proviso. Notwithstanding anything to the Termination Datecontrary in the Annual Equity Award Agreements, IPO Equity Award Agreements or the Post-IPO Supplemental Equity Award Agreements, (i) the portion of the Annual Equity Award subject to time-based vesting, IPO Equity Award and Post-IPO Supplemental Equity Award that, in each case, remains unvested as of the extent payable, but not previously paid date of termination by Employer without Cause or by Employee for Good Reason shall remain outstanding and unvested and shall become vested (together, and be exercisable and/or settled) if and only if the “Accrued Obligations”). In additionRelease becomes effective as described above and Employee is otherwise entitled hereunder, subject to Sections 5(e) and 7(b) below and the Employee’s execution and non-revocation of a binding release in accordance compliance with Section 5(f409A of the Code, and (ii) belowif the Release does not become so effective, in such portion shall be forfeited for no consideration immediately following the end of the Release Period. In the event of any termination of the Term and Employee’s Separation from Service with Live Nation employment hereunder by reason of a termination by Live Nation Employer without Cause or a termination by the Employee for Good Reason, Live Nation Employee shall (i) pay to the Employee, within 60 days of the Employee’s Termination Date (resign all positions held with the exact payment date to be determined by Live Nation in its sole discretion), except as set forth in the proviso to this clause, a lump-sum cash payment (less appropriate payroll deductions) equal to the Employee’s then-current Base Salary times the greater of (a) the number of full months remaining in the Term as of the Termination Date, divided by 12, or (b) two (in either case, the “Cash Severance”); and (ii) accelerate the vesting and lapsing of restrictions on all unvested or restricted equity awards awarded to the Employee prior to the Employee’s Termination Date, and, to the extent applicable, all such awards shall remain exercisable until the earlier to occur of the third anniversary of the Termination Date or the stated expiration of such award (the Cash Severance and accelerated vesting, collectively, the “Severance”), provided that no such accelerating awards shall be exercisable prior to the date on which the Employee’s executed release becomes irrevocable. Each payment under this Section 5(a) shall be treated as a separate payment for purposes of Code Section 409A (together with the regulations and other official guidance promulgated thereunder, “Section 409A”). Notwithstanding the foregoing, if the 60-day period during which the Cash Severance may be paid spans two calendar years, such payment shall be made in the later such calendar yearEmployer Group.

Termination Without Cause or for Good Reason. Live Nation may terminate If the Employee’s Executive's employment is terminated during the Term (i) by the Company without Cause (other than as defined below) or the Employee may terminate the Employee’s employment for Good Reason (as defined below) at any time during the Term. If the Employee experiences a “separation from service” (within the meaning of Section 409A(a)(2)(A)(i) result of the Internal Revenue Code of 1986, as amended (the “Code”Executive’s death or Disability), and Treasury Regulation Section 1.409A-1(h)or (ii) (a “Separation from Service”) due to by the termination of the Employee’s employment by Live Nation without Cause or the Employee’s termination of the Employee’s employment Executive for Good Reason, Live Nation in each case, other than during the one-year period following a Change of Control, the Company shall promptly or, in the case of obligations described in clause (iva) below, as such obligations become due, pay or provide to the Employee, (i) the EmployeeExecutive any portion of Executive’s earned but unpaid Base Salary accrued through the date of such Separation from Service (the “Termination Date”), (ii) accrued but unpaid vacation time base salary earned through the Termination Date, if any, ; (iiib) reimbursement of reimburse the Executive for any business and all amounts advanced in connection with Executive’s employment with the Company for reasonable and necessary expenses incurred by the Employee prior to Executive through the Termination Date that are reimbursable under Section 3(ein accordance with the Company’s policies and procedures on reimbursement of expenses; (c) above, (iv) any vested benefits and other amounts due pay to the Employee Executive any earned vacation pay not theretofore used or paid in accordance with the Company’s policy for payment of earned and unused vacation time; and (d) provide to the Executive all other accrued but unpaid payments and benefits to which Executive may be entitled under the terms of any plan, applicable compensation arrangement or benefit plan or program of the Company (excluding any severance plan or policy of Live Nation, the Company) (v) subject to Section 5(e) below, a pro-rated Bonus for the calendar year in which the Termination Date occurs and (vi) any Bonus required to be paid to the Employee pursuant to this Agreement for any calendar year of Live Nation ending prior to the Termination Date, to the extent payable, but not previously paid (togethercollectively, the “"Accrued Obligations”Compensation"). In addition, subject to Sections 5(e) and 7(b) below and provided that the Employee’s execution and non-revocation Executive executes a release of claims in a binding release in accordance with Section 5(f) below, in the event of the Employee’s Separation from Service with Live Nation by reason of a termination by Live Nation without Cause or a termination by the Employee for Good Reason, Live Nation shall (i) pay form acceptable to the Employee, within 60 days of the Employee’s Termination Date Company (with the exact payment date to be determined by Live Nation in its sole discretiona “Release”), except as returns such Release to the Company by no later than the applicable deadline set forth in the proviso to this clause, a lump-sum cash payment such Release (less appropriate payroll deductions) equal to the Employee’s then-current Base Salary times the greater of (a) the number of full months remaining in the Term as of the Termination Date, divided by 12, or (b) two (in either case, the “Cash SeveranceRelease Deadline”); ) and (ii) accelerate the vesting and lapsing of restrictions on all unvested or restricted equity awards awarded to the Employee does not revoke such Release prior to the Employee’s Termination Date, and, to the extent applicable, all such awards shall remain exercisable until the earlier to occur expiration of the third anniversary of the Termination Date or the stated expiration of such award applicable revocation period (the Cash Severance and accelerated vesting, collectively, the “Severance”), provided that no such accelerating awards shall be exercisable prior to the date on which such Release becomes effective, the Employee’s executed release becomes irrevocable. Each payment under this Section 5(a) shall be treated as a separate payment for purposes of Code Section 409A (together with the regulations and other official guidance promulgated thereunder, “Section 409ARelease Effective Date”). Notwithstanding , then subject to the foregoingfurther provisions of Sections 3, 4, and 6 below, and, except as otherwise provided below, in lieu of any payments due to the Executive under the heading “Termination Without Cause or for Good Reason” in the Letter Agreement, the Company shall have the following obligations with respect to the Executive (or the Executive’s estate, if the 60-day period during which the Cash Severance may be paid spans two calendar years, such payment shall be made in the later such calendar year.applicable):

Termination Without Cause or for Good Reason. Live Nation may terminate In the event that the Term and Employee’s employment hereunder is terminated by Employer without Cause (as defined below) Cause, or the Employee may terminate the Employee’s employment for Good Reason (as defined below) at any time during the Term. If the Employee experiences a “separation from service” (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury Regulation Section 1.409A-1(h)) (a “Separation from Service”) due to the termination of the Employee’s employment by Live Nation without Cause or the Employee’s termination of the Employee’s employment for Good Reason, Live Nation shall promptly or, in the case of obligations described in clause (iv) below, as such obligations become due, pay or provide to the Employee, (i) the Employee’s earned but unpaid Base Salary accrued through the date of such Separation from Service (the “Termination Date”), (ii) accrued but unpaid vacation time through the Termination Date, if any, (iii) reimbursement of any business expenses incurred by the Employee prior to the Termination Date that are reimbursable under Section 3(e) above, (iv) any vested benefits and other amounts due to the Employee under any plan, program or policy of Live Nation, (v) subject to Section 5(e) below, a pro-rated Bonus for the calendar year in which the Termination Date occurs and (vi) any Bonus required to be paid to the Employee pursuant to this Agreement for any calendar year of Live Nation ending prior to the Termination Date, to the extent payable, but not previously paid (together, the “Accrued Obligations”). In addition, subject to Sections 5(e) and 7(b) below and the Employee’s execution and non-revocation of a binding release in accordance with Section 5(f) below, in the event of the Employee’s Separation from Service with Live Nation by reason of a termination by Live Nation without Cause or a termination by the Employee for Good Reason, Live Nation Employee shall (i) pay be entitled to the Employee, within 60 days of the Employee’s Termination Date (with the exact payment date to be determined by Live Nation in its sole discretion), except as set forth in the proviso to this clause, a lump-sum cash payment (less appropriate payroll deductions) equal to the Employee’s then-current Base Salary times the greater of receive (a) the number of full months remaining in the Term accrued and unpaid Base Salary or Annual Bonus earned but not yet paid as of the Termination Datedate of termination of employment, divided by 12which shall be paid in a lump sum within thirty (30) days after the date of Employee’s termination of employment or, in respect of the Annual Bonus, on the scheduled payment date in accordance with Subsection 3.2, and (b) continued payment of the Base Salary in effect as of the date of Employee’s termination of employment plus an aggregate amount of (x) $550,000 if such termination occurs in 2019, or (by) two ($700,000 if such termination occurs in 2020, in either case, payable by Employer in equal installments as if Employee had remained employed for a period of 12 months following such termination (the “Cash Severance”); Continuation Payments” and (ii) accelerate the vesting and lapsing of restrictions on all unvested or restricted equity awards awarded to the Employee prior to the Employee’s Termination Date, and, to the extent applicable, all such awards shall remain exercisable until the earlier to occur of the third anniversary of the Termination Date or the stated expiration of such award (the Cash Severance and accelerated vesting, collectivelyperiod, the “SeveranceContinuation Period”). Notwithstanding anything in this Agreement to the contrary, the Continuation Payments shall immediately cease in the event that Employee breaches any of the covenants set forth in Sections 7 or 8 of this Agreement or any restrictive covenants then applicable to Employee. In order to receive the Continuation Payments, Employee must first execute and deliver a release of claims in the form attached hereto as Exhibit A (the “Release”), provided that no has become effective in accordance with its terms (including the expiration of any applicable revocation period contained therein or required by applicable law) within sixty (60) days after the date of termination of Employee’s employment (such accelerating awards 60-day period, the “Release Period”). The Continuation Payments shall be exercisable prior paid ratably in monthly installments over the Continuation Period with the first such installment to be paid no later than ten (10) days following the date on which the Employee’s executed release Release becomes irrevocable. Each payment under this Section 5(a) effective and irrevocable (which installment shall be treated as a separate payment for purposes include any installment of Code Section 409A (together with the regulations and other official guidance promulgated thereunderContinuation Payments that would have been paid to Employee prior to such date absent the requirement to execute the Release); provided, “Section 409A”). Notwithstanding the foregoingthat, if the 60-day period during which the Cash Severance may be paid Release Period spans two calendar years, then the first installment of the Continuation Payments (which installment shall include any installment of the Continuation Payments that would have been paid to Employee prior to such payment date absent this proviso) will be paid on the first business day of the second calendar year if such date is later than the date on which such installment would otherwise have been paid pursuant to this Subsection 4.6 absent this proviso. In the event of any termination of the Term and Employee’s employment hereunder by Employer without Cause or by Employee for Good Reason, Employee shall be made in resign all positions held with the later such calendar yearEmployer Group.

Termination Without Cause or for Good Reason. Live Nation may terminate the Employee’s employment without Cause (as defined below) or the Employee may terminate the Employee’s employment for Good Reason (as defined below) at any time during the Term. If the Employee experiences a “separation from service” (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury Regulation Section 1.409A-1(h)) (a “Separation from Service”) due to the termination of the Employee’s employment by Live Nation without Cause or the Employee’s termination of the Employee’s employment for Good Reason, Live Nation shall promptly or, in the case of obligations described in clause (iv) below, as such obligations become due, pay or provide to the Employee, Company is terminated (i) by the Employee’s earned but unpaid Base Salary accrued through the date of such Separation from Service (the “Termination Date”)Company without Cause, or (ii) accrued but unpaid vacation time through the Termination Date, if any, (iii) reimbursement of any business expenses incurred by the Employee prior to the Termination Date that are reimbursable under Section 3(e) above, (iv) any vested benefits and other amounts due to the Employee under any plan, program or policy of Live Nation, (v) subject to Section 5(e) below, a pro-rated Bonus for the calendar year in which the Termination Date occurs and (vi) any Bonus required to be paid to the Employee pursuant to this Agreement for any calendar year of Live Nation ending prior to the Termination Date, to the extent payable, but not previously paid (together, the “Accrued Obligations”). In addition, subject to Sections 5(e) and 7(b) below and the Employee’s execution and non-revocation of a binding release in accordance with Section 5(f) below, in the event of the Employee’s Separation from Service with Live Nation by reason of a termination by Live Nation without Cause or a termination by the Employee for Good Reason, Live Nation shall the Employee will be entitled to (ix) pay the Accrued Amounts, and (y) a lump sum payment equal to three (3) times the sum of Employee’s then-current Base Compensation, within 60 days of target bonus and the Employee’s Termination Date (with annual COBRA premium at the exact payment time of termination, provided, that if Employee’s termination date is prior to be determined by Live Nation in its sole discretion)October 31, except as set forth in the proviso to this clause2017, a lump-sum cash payment (less appropriate payroll deductions) an amount equal to the Employee’s then-current Base Salary times Compensation and COBRA premium will be paid from the greater date of (a) termination to October 31, 2017 in accordance with the number of full months remaining in the Term as normal payroll practices of the Termination DateCompany, divided by 12, or (b) two (in either case, the “Cash Severance”); and (ii) accelerate the vesting and lapsing of restrictions on all unvested or restricted equity awards awarded to the Employee prior to such amount will be deducted from the Employee’s Termination Datelump sum payment amount, andand (z) a pro-rata bonus based on any applicable performance metrics for the Employee’s year of termination as determined using the Company’s actual performance for such year and paid when it otherwise would have been paid for such year. All of the foregoing amounts, other than the Accrued Amounts, shall be subject to and conditioned upon the execution by the Employee of a release satisfactory to the extent applicable, all such awards shall remain exercisable until the earlier to occur of the third anniversary of the Termination Date or the stated expiration of such award (the Cash Severance and accelerated vesting, collectively, the “Severance”), provided Company that no such accelerating awards shall be exercisable prior to becomes irrevocable within 30 days following the date on which the Employee’s executed release becomes irrevocable. Each payment under this Section 5(a) employment with the Company is terminated, and the foregoing amounts shall be treated as a separate paid or commence upon the 30th day following the date on which the Employee’s employment is terminated. The first such cash payment for purposes shall include payment of Code Section 409A (together all amounts that otherwise would have been due under the terms of this Agreement had such payments commenced immediately upon the date on which the Employee’s employment with the regulations Company is terminated, and other official guidance promulgated thereunderany payments made thereafter shall continue as provided herein. As used in this Agreement, the term “Section 409A”). Notwithstanding the foregoing, if the 60-day period during which the Cash Severance may be paid spans two calendar years, such payment shall be made in the later such calendar year.Good Reason” means:

Termination Without Cause or for Good Reason. Live Nation may terminate If the Employee’s Executive's employment is terminated during the Term (i) by the Company without Cause (other than as a result of the Executive’s death or Disability), or (ii) by the Executive for Good Reason, in each case, other than during the COC Protection Period (as defined below) or the Employee may terminate the Employee’s employment for Good Reason (as defined below) at any time during the Term. If the Employee experiences a “separation from service” (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury Regulation Section 1.409A-1(h)the Company shall (A) (a “Separation from Service”) due pay to the termination Executive any portion of the EmployeeExecutive’s employment by Live Nation without Cause or the Employee’s termination of the Employee’s employment for Good Reason, Live Nation shall promptly or, in the case of obligations described in clause (iv) below, as such obligations become due, pay or provide to the Employee, (i) the Employee’s earned but unpaid Base Salary accrued through the date of such Separation from Service (the “Termination Date”), (ii) accrued but unpaid vacation time base salary earned through the Termination Date, if any, ; (iiiB) reimbursement of pay to the Executive any business expenses incurred annual bonus that was earned by the Employee prior to the Termination Date that are reimbursable under Section 3(e) above, (iv) any vested benefits and other amounts due to the Employee under any plan, program or policy of Live Nation, (v) subject to Section 5(e) below, a pro-rated Bonus Executive for the calendar fiscal year immediately preceding the fiscal year in which the Termination Date occurs and (vi) any Bonus required to be paid to the Employee pursuant to this Agreement for any calendar year of Live Nation ending prior to the Termination Dateoccurs, to the extent payable, not already paid; (C) reimburse the Executive for any and all amounts advanced in connection with Executive’s employment with the Company for reasonable and necessary expenses incurred by Executive through the Termination Date in accordance with the Company’s policies and procedures on reimbursement of expenses; (D) pay to the Executive any earned vacation pay not theretofore used or paid in accordance with the Company’s policy for payment of earned and unused vacation time; and (E) provide to the Executive all other accrued but not previously paid unpaid payments and benefits to which Executive may be entitled under the terms of any applicable compensation arrangement or benefit plan or program of the Company (togetherexcluding any severance plan or policy of the Company) (collectively, the “"Accrued Obligations”Compensation"). In addition, subject to Sections 5(e) and 7(b) below and provided that the Employee’s execution and non-revocation Executive executes a release of claims in a binding release in accordance with Section 5(f) below, in the event of the Employee’s Separation from Service with Live Nation by reason of a termination by Live Nation without Cause or a termination by the Employee for Good Reason, Live Nation shall (i) pay form acceptable to the EmployeeCompany (a “Release”), within 60 returns such Release to the Company by no later than 45 days of following the Employee’s Termination Date (with the exact payment date to be determined by Live Nation in its sole discretion), except as set forth in the proviso to this clause, a lump-sum cash payment (less appropriate payroll deductions) equal to the Employee’s then-current Base Salary times the greater of (a) the number of full months remaining in the Term as of the Termination Date, divided by 12, or (b) two (in either case, the “Cash SeveranceRelease Deadline”); ) and (ii) accelerate the vesting and lapsing of restrictions on all unvested or restricted equity awards awarded to the Employee does not revoke such Release prior to the Employee’s Termination Date, and, to the extent applicable, all such awards shall remain exercisable until the earlier to occur expiration of the third anniversary of the Termination Date or the stated expiration of such award applicable revocation period (the Cash Severance and accelerated vesting, collectively, the “Severance”), provided that no such accelerating awards shall be exercisable prior to the date on which such Release becomes effective, the Employee’s executed release becomes irrevocable. Each payment under this Section 5(a) shall be treated as a separate payment for purposes of Code Section 409A (together with the regulations and other official guidance promulgated thereunder, “Section 409ARelease Effective Date”). Notwithstanding , then subject to the foregoingfurther provisions of Sections 3, 4, and 6 below, the Company shall have the following obligations with respect to the Executive (or the Executive’s estate, if the 60-day period during which the Cash Severance may be paid spans two calendar yearsapplicable), such payment shall be made in the later such calendar year.subject to applicable taxes and withholdings:

Termination Without Cause or for Good Reason. Live Nation may terminate In the Employee’s event that your employment without Cause (as defined below) or with the Employee may terminate Company is terminated by the Employee’s employment for Good Reason (as defined below) at any time during the Term. If the Employee experiences a “separation from service” (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury Regulation Section 1.409A-1(h)) (a “Separation from Service”) due to the termination of the Employee’s employment by Live Nation Company without Cause or the Employee’s termination of the Employee’s employment by you for Good Reason, Live Nation then (i) all options which have vested shall promptly orcontinue to be exercisable in accordance with the terms of the Company's stock option plan and applicable legal requirements; (ii) all payments of Base Salary and bonuses accrued but unpaid on the date of termination, in as well as all expenses incurred to the case date of obligations termination, shall be due and payable to you immediately; (iii) subject to the provisions of Section 4 hereof, your unvested options shall continue to vest, on a monthly basis, during the applicable nine (9) or twelve (12) month severance period described in clause Section 3(d)(iv) below, but such continuing vesting of your unvested options shall cease upon your obtaining new comparable employment during the applicable severance period; (iv) belowthe Company shall pay to you a severance payment, as such obligations become duein monthly installments, pay or provide equal to the Employee, (i) the Employee’s earned but unpaid your Base Salary accrued through plus the date lesser of your full annual target bonus for the then current calendar year (which shall be equal to twenty percent (20%) of your then current Base Salary) or the average of your actual annual bonuses for the previous two (2) calendar years, for a period of nine (9) months; provided, however, that in the event you are terminated as a result of a Change of Control (whether due to termination without Cause or your termination for Good Reason following a Change of Control), the amount of such Separation from Service severance payment shall be twelve (12) months' severance; provided, further, that in the “Termination Date”)event you obtain other employment during the applicable nine (9) or twelve (12) month severance period, your severance payments thereafter shall be reduced on a prospective basis (iinot to less than 0) accrued but unpaid vacation time through in the Termination Date, if any, (iii) reimbursement amount of any business expenses incurred cash compensation received by you during the Employee prior to the Termination Date that are reimbursable under Section 3(e) above, (iv) any vested benefits remainder of such applicable severance period; and other amounts due to the Employee under any plan, program or policy of Live Nation, (v) subject the Company shall be responsible for all costs relating to Section 5(e) below, a pro-rated Bonus maintaining your Health Care Coverage for you and your dependents under COBRA for the calendar year in which the Termination Date occurs and shorter of eighteen (vi18) months or for so long as allowed by law; provided, however, that such Health Care Coverage shall terminate upon your obtaining comparable Health Care Coverage from a future employer (after taking into account any Bonus required waiting periods for such coverage to be paid to the Employee pursuant to this Agreement for any calendar year of Live Nation ending prior to the Termination Date, to the extent payable, but not previously paid (together, the “Accrued Obligations”become effective). In addition, subject to Sections 5(e) and 7(b) below and the Employee’s execution and non-revocation of a binding release in accordance with Section 5(f) below, in the event of the Employee’s Separation from Service with Live Nation by reason of a termination by Live Nation without Cause or a termination by the Employee for Good Reason, Live Nation shall (i) pay to the Employee, within 60 days of the Employee’s Termination Date (with the exact payment date to be determined by Live Nation in its sole discretion), except as set forth in the proviso to this clause, a lump-sum cash payment (less appropriate payroll deductions) equal to the Employee’s then-current Base Salary times the greater of (a) the number of full months remaining in the Term as of the Termination Date, divided by 12, or (b) two (in either case, the “Cash Severance”); and (ii) accelerate the vesting and lapsing of restrictions on all unvested or restricted equity awards awarded to the Employee prior to the Employee’s Termination Date, and, to the extent applicable, all such awards shall remain exercisable until the earlier to occur of the third anniversary of the Termination Date or the stated expiration of such award (the Cash Severance and accelerated vesting, collectively, the “Severance”), provided that no such accelerating awards shall be exercisable prior to the date on which the Employee’s executed release becomes irrevocable. Each payment under this Section 5(a) shall be treated as a separate payment for purposes of Code Section 409A (together with the regulations and other official guidance promulgated thereunder, “Section 409A”). Notwithstanding the foregoing, if the 60-day period during which the Cash Severance may be paid spans two calendar years, such payment shall be made in the later such calendar year.

Termination Without Cause or for Good Reason. Live Nation may terminate If the EmployeeExecutive’s employment without Cause (as defined below) or the Employee may terminate the Employee’s employment for Good Reason (as defined below) at any time is terminated during the Term. If Term by the Employee experiences a “separation from service” (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury Regulation Section 1.409A-1(h)) (a “Separation from Service”) due to the termination of the Employee’s employment by Live Nation Company without Cause or by the Employee’s termination of the Employee’s employment Executive for Good Reason, Live Nation shall promptly or, in then the case of obligations described in clause (iv) below, as such obligations become due, Company will pay or provide to the Employee, Executive (i) all accrued, but unpaid, wages based on the EmployeeExecutive’s earned but unpaid then current Base Salary accrued Salary, through the date of such Separation from Service (the “Termination Date”), termination date; (ii) accrued all accrued, but unpaid unpaid, vacation time through the Termination Datetermination date, if any, based on the Executive’s then current Base Salary; (iii) all unreimbursed business expenses with respect to which Executive is entitled to reimbursement as provided herein, provided that, with respect to reimbursements, to the extent not previously submitted, a request for reimbursement of any business expenses incurred is submitted in accordance with the Company’s policies by the Employee prior to Executive within ten (10) business days of the Termination Date that are reimbursable under Section 3(e) above, Executive’s termination date; (iv) any vested benefits and other amounts due earned but unpaid bonus relating to the Employee under any plan, program or policy of Live Nation, year prior to the termination date; and (v) subject to Section 5(e) belowif the Executive is participating in the Company’s group medical, a pro-rated Bonus for the calendar year in which the Termination Date occurs vision and (vi) any Bonus required to be paid to the Employee pursuant to this Agreement for any calendar year of Live Nation ending dental plan immediately prior to the Termination Datedate of termination, a lump sum payment equal to eighteen (18) times (or such lesser period that the Executive and/or the Executive’s eligible dependents are entitled to under COBRA) the amount of monthly employer contribution that the Company made to an issuer (or as otherwise determined on an actuarial basis based upon the applicable monthly premium for continuation coverage under COBRA) to provide medical, vision and dental insurance to the extent payableExecutive and his dependents in the month immediately preceding the date of termination; provided, but not previously paid however, that the Executive or the Executive’s eligible dependents shall be solely responsible for any non-monetary requirements which must be satisfied or actions that must be taken in order to obtain such COBRA continuation coverage. Payment of the above amounts shall be made by the Company within thirty (together30) days of the Executive’s termination date, with the “Accrued Obligations”)payment date determined by the Company in its sole discretion. In addition, subject to Sections 5(e) and 7(b) below and the Employee’s execution and non-revocation of a binding release in accordance with Section 5(f) belowCompany will pay the Executive separation payments equal, in the event aggregate, to one and one-half times (1.5x) the sum of (A) the EmployeeExecutive’s Separation from Service with Live Nation by reason of a termination by Live Nation without Cause or a termination by the Employee for Good Reason, Live Nation shall (i) pay to the Employee, within 60 days of the Employee’s Termination Date (with the exact payment date to be determined by Live Nation in its sole discretion), except as set forth in the proviso to this clause, a lump-sum cash payment (less appropriate payroll deductions) equal to the Employee’s then-then current Base Salary times the greater of Salary, and (aB) the number of full months remaining in Executive’s average Bonus for the Term as of the Termination Date, divided by 12, or (b) two (in either case, the “Cash Severance”); and (ii2) accelerate the vesting and lapsing of restrictions on all unvested or restricted equity awards awarded to the Employee prior to the Employee’s Termination Date, and, to the extent applicable, all such awards shall remain exercisable until the earlier to occur of the third anniversary of the Termination Date or the stated expiration of such award (the Cash Severance and accelerated vesting, collectively, the “Severance”), provided that no such accelerating awards shall be exercisable year period prior to the date on which of termination of employment (if the Employee’s executed release becomes irrevocable. Each payment under this Section 5(atermination of employment occurs prior to the date the Executive was eligible to earn two Bonuses, the average Bonus for the two (2) year period shall be treated as deemed to be the Executive’s target Bonus in the year of termination). Payment of the separation payments shall be made in equal installments over a separate payment period of eighteen (18) months from the date of termination, in accordance with the Company’s regular payroll practices; provided, that the first of such payments shall not be made unless and until the Executive has satisfied the conditions set forth in Section 7.6(i) and the release required thereby has become irrevocable within sixty (60) days following the date of termination; provided, further, that if such sixty (60) day period spans two calendar years, and any amounts payable during such sixty (60) day period constitute “nonqualified deferred compensation” for purposes of Code Section 409A (together with 409A, the regulations first of such payments shall not commence before the first regular payroll payment date in the latter of the two calendar years. The first installment payment made pursuant to the preceding sentence shall include all amounts that would have been paid between the date of termination and other official guidance promulgated thereundersuch first payroll payment date had they been payable on the applicable payroll date. Additionally, “Section 409A”). Notwithstanding notwithstanding anything to the foregoingcontrary in the Incentive Plan or any award agreement, if the 60Executive’s employment is terminated during the Term by the Company without Cause or by the Executive for Good Reason, the Executive shall be entitled to vest in a prorated portion of his outstanding unvested equity-day period during based awards in the same manner and to the same extent (and at the same times) as if his employment had terminated due to death or Disability pursuant to Section 7.3. Except as set forth in this Section 7.4, Section 10.2(e) and Section 11, the Company shall have no other obligations to the Executive under this Agreement; however, the Executive shall continue to be bound by Section 10 and all other post-termination obligations to which the Cash Severance may be paid spans two calendar yearsExecutive is subject, such payment shall be made including, but not limited to, the obligations contained in this Agreement that survive the later such calendar yearexpiration or earlier termination of this Agreement, as provided herein.

Termination Without Cause or for Good Reason. Live Nation may terminate If this Agreement is terminated by the Employee’s employment without Cause (as defined below) or the Employee may terminate the Employee’s employment for Good Reason (as defined below) at any time during the Term. If the Employee experiences a “separation from service” (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury Regulation Section 1.409A-1(h)) (a “Separation from Service”) due to the termination of the Employee’s employment by Live Nation Company without Cause or by the Employee’s termination of the Employee’s employment Executive for Good Reason, Live Nation shall promptly orthen the Company will pay the Executive (i) all accrued, but unpaid, wages through the termination date, based on the Executive’s then current Base Salary; (ii) all accrued, but unpaid, vacation through the termination date, based on the Executive’s then current Base Salary; (iii) all approved, but unreimbursed, business expenses, provided that a request for reimbursement of business expenses is submitted in accordance with the case Company’s policies and submitted within five (5) business days of obligations described in clause the Executive’s termination date; (iv) belowall earned and accrued, as such obligations become due, pay or provide to the Employee, (i) the Employee’s earned but unpaid Base Salary accrued through Bonuses; and (v) if the Executive is participating in the Company’s group medical, vision and dental plan immediately prior to the date of termination, a lump sum payment equal to eighteen (18) times (or such Separation from Service lesser period that the Executive and/or the Executive’s eligible dependents are entitled to under COBRA) the amount of monthly employer contribution that the Company made to an issuer (or as otherwise determined on an actuarial basis based upon the “Termination Date”)applicable monthly premium for continuation coverage under COBRA) to provide medical, (ii) accrued but unpaid vacation time through vision and dental insurance to the Termination DateExecutive and his dependents in the month immediately preceding the date of termination; provided, if anyhowever, (iii) reimbursement that the Executive or the Executive’s eligible dependents shall be solely responsible for any requirements which must be satisfied or actions that must be taken in order to obtain such COBRA continuation coverage. Payment of any business expenses incurred the amounts listed in this Section 7.4 shall be made by the Employee prior to Company within thirty (30) days of the Termination Date that are reimbursable under Section 3(e) aboveExecutive’s termination date, (iv) any vested benefits and other amounts due to with the Employee under any plan, program or policy of Live Nation, (v) subject to Section 5(e) below, a pro-rated Bonus for payment date determined by the calendar year Company in which the Termination Date occurs and (vi) any Bonus required to be paid to the Employee pursuant to this Agreement for any calendar year of Live Nation ending prior to the Termination Date, to the extent payable, but not previously paid (together, the “Accrued Obligations”)its sole discretion. In addition, subject the Company will pay the Executive a separation payment equal to Sections 5(eone and one-half times (1.5x) the Executive’s then current Base Salary. Payment of the separation payment shall begin on the first regular payroll payment date occurring after the sixtieth (60th) day following the Executive’s termination date (the “Severance Delay Period”) and 7(bwill be paid over a period of thirty-six (36) below and the Employee’s execution and non-revocation of a binding release months from such date in accordance with Section 5(f) below, in the event of the EmployeeCompany’s Separation from Service with Live Nation by reason of a termination by Live Nation without Cause or a termination by the Employee for Good Reason, Live Nation shall (i) pay to the Employee, within 60 days of the Employee’s Termination Date (with the exact payment date to be determined by Live Nation in its sole discretion), except regular payroll practices. Except as set forth in this Section 7.4, the proviso to this clause, a lump-sum cash payment (less appropriate payroll deductions) equal Company shall have no other obligations to the Employee’s then-current Base Salary times the greater of (a) the number of full months remaining in the Term as of the Termination Date, divided by 12, or (b) two (in either caseExecutive under this Agreement; however, the “Cash Severance”); Executive shall continue to be bound by Section 10 and (ii) accelerate all other post-termination obligations to which the vesting and lapsing of restrictions on all unvested or restricted equity awards awarded to the Employee prior to the Employee’s Termination DateExecutive is subject, andincluding, to the extent applicable, all such awards shall remain exercisable until the earlier to occur of the third anniversary of the Termination Date or the stated expiration of such award (the Cash Severance and accelerated vesting, collectivelybut not limited to, the “Severance”)obligations contained in this Agreement that survive the expiration or earlier termination of this Agreement, as provided that no such accelerating awards shall be exercisable prior to the date on which the Employee’s executed release becomes irrevocable. Each payment under this Section 5(a) shall be treated as a separate payment for purposes of Code Section 409A (together with the regulations and other official guidance promulgated thereunder, “Section 409A”). Notwithstanding the foregoing, if the 60-day period during which the Cash Severance may be paid spans two calendar years, such payment shall be made in the later such calendar yearherein.

Termination Without Cause or for Good Reason. Live Nation may terminate If this Agreement is terminated by the Employee’s employment without Cause (as defined below) or the Employee may terminate the Employee’s employment for Good Reason (as defined below) at any time during the Term. If the Employee experiences a “separation from service” (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury Regulation Section 1.409A-1(h)) (a “Separation from Service”) due to the termination of the Employee’s employment by Live Nation Company without Cause or by the Employee’s termination of the Employee’s employment Executive for Good Reason, Live Nation shall promptly orthen the Company will pay the Executive (i) all accrued, but unpaid, wages through the termination date, based on the Executive’s then current Base Salary; (ii) all accrued, but unpaid, vacation through the termination date, based on the Executive’s then current Base Salary; (iii) all approved, but unreimbursed, business expenses, provided that a request for reimbursement of business expenses is submitted in accordance with the case Company’s policies and submitted within five (5) business days of obligations described in clause the Executive’s termination date; (iv) belowall earned and accrued, as such obligations become due, pay or provide to the Employee, (i) the Employee’s earned but unpaid Base Salary accrued through Bonuses; and (v) if the Executive is participating in the Company’s group medical, vision and dental plan immediately prior to the date of termination, a lump sum payment equal to eighteen (18) times (or such Separation from Service lesser period that the Executive and/or the Executive’s eligible dependents are entitled to under COBRA) the amount of monthly employer contribution that the Company made to an issuer (or as otherwise determined on an actuarial basis based upon the “Termination Date”)applicable monthly premium for continuation coverage under COBRA) to provide medical, (ii) accrued but unpaid vacation time through vision and dental insurance to the Termination DateExecutive and his dependents in the month immediately preceding the date of termination; provided, if anyhowever, (iii) reimbursement that the Executive or the Executive’s eligible dependents shall be solely responsible for any requirements which must be satisfied or actions that must be taken in order to obtain such COBRA continuation coverage. Payment of any business expenses incurred the amounts listed in this Section 7.4 shall be made by the Employee prior to Company within thirty (30) days of the Termination Date that are reimbursable under Section 3(e) aboveExecutive’s termination date, (iv) any vested benefits and other amounts due to with the Employee under any plan, program or policy of Live Nation, (v) subject to Section 5(e) below, a pro-rated Bonus for payment date determined by the calendar year Company in which the Termination Date occurs and (vi) any Bonus required to be paid to the Employee pursuant to this Agreement for any calendar year of Live Nation ending prior to the Termination Date, to the extent payable, but not previously paid (together, the “Accrued Obligations”)its sole discretion. In addition, subject the Company will pay the Executive a separation payment equal to Sections 5(etwo times (2x) the sum of (A) the Executive’s then current Base Salary, and (B) the Executive’s average Bonus for the two (2) annual Bonus periods completed prior to termination. In the event this Agreement is terminated by the Company without Cause or by Executive for Good Reason before Executive completes two (2) annual Bonus periods, then part (B) will be two times (2x) Executive’s Bonus for the most recently completed Bonus Period, or, if Employee has not been employed for a complete annual Bonus period, then such amount shall be annualized and the Bonus will be two times (2x) the annualized amount. Payment of the separation payment shall begin on the first regular payroll payment date occurring after the sixtieth (60th) day following the Executive’s termination date (the “Severance Delay Period”) and 7(bwill be paid over a period of thirty-six (36) below and the Employee’s execution and non-revocation of a binding release months from such date in accordance with Section 5(f) below, in the event of the EmployeeCompany’s Separation from Service with Live Nation by reason of a termination by Live Nation without Cause or a termination by the Employee for Good Reason, Live Nation shall (i) pay to the Employee, within 60 days of the Employee’s Termination Date (with the exact payment date to be determined by Live Nation in its sole discretion), except regular payroll practices. Except as set forth in this Section 7.4, the proviso to this clause, a lump-sum cash payment (less appropriate payroll deductions) equal Company shall have no other obligations to the Employee’s then-current Base Salary times the greater of (a) the number of full months remaining in the Term as of the Termination Date, divided by 12, or (b) two (in either caseExecutive under this Agreement; however, the “Cash Severance”); Executive shall continue to be bound by Section 10 and (ii) accelerate all other post-termination obligations to which the vesting and lapsing of restrictions on all unvested or restricted equity awards awarded to the Employee prior to the Employee’s Termination DateExecutive is subject, andincluding, to the extent applicable, all such awards shall remain exercisable until the earlier to occur of the third anniversary of the Termination Date or the stated expiration of such award (the Cash Severance and accelerated vesting, collectivelybut not limited to, the “Severance”)obligations contained in this Agreement that survive the expiration or earlier termination of this Agreement, as provided that no such accelerating awards shall be exercisable prior to the date on which the Employee’s executed release becomes irrevocable. Each payment under this Section 5(a) shall be treated as a separate payment for purposes of Code Section 409A (together with the regulations and other official guidance promulgated thereunder, “Section 409A”). Notwithstanding the foregoing, if the 60-day period during which the Cash Severance may be paid spans two calendar years, such payment shall be made in the later such calendar yearherein.

Termination Without Cause or for Good Reason. Live Nation may terminate The Executive shall be entitled to severance benefits if, during the Employee’s employment two year period commencing on the Effective Date, the Executive has a Termination of Employment initiated (i) by the Company or any of its affiliates without Cause or (as defined belowii) or by the Employee may terminate the Employee’s employment Executive for Good Reason Reason. Such severance benefits shall include (i) a cash payment, which shall be payable in one lump sum as defined belowsoon as reasonably practicable after the Date of Termination, but in no event later than fourteen days thereafter, equal to (x) at any time during one and one-half times the Term. If the Employee experiences a “separation from service” (within the meaning of Section 409A(a)(2)(A)(i) sum of the Internal Revenue Code Executive's Base Salary and Target Bonus, each as in effect upon the Termination of 1986Employment (without giving effect to any reduction which constitutes Good Reason) (or, as amended (if higher, immediately prior to the “Code”Effective Date), and Treasury Regulation Section 1.409A-1(h)(y) (a “Separation from Service”) due to the termination amount under all of the Employee’s employment by Live Nation without Cause or the Employee’s termination of the Employee’s employment for Good Reason, Live Nation shall promptly or, in the case of obligations described in clause (iv) below, as such obligations become due, pay or provide to the Employee, (i) the Employee’s earned but unpaid Base Salary accrued through the date of such Separation from Service (the “Termination Date”), (ii) accrued but unpaid vacation time through the Termination Date, if any, (iii) reimbursement of any business expenses incurred by the Employee prior to the Termination Date that are reimbursable under Section 3(e) above, (iv) any vested benefits and other amounts due to the Employee under any plan, program or policy of Live Nation, (v) subject to Section 5(e) below, a pro-rated Bonus for the calendar year in Pension Plans which the Executive would have accrued during the period from the Date of Termination Date occurs and (vi) any Bonus required to be paid to the Employee pursuant to this Agreement for any calendar year of Live Nation ending prior to the Termination Date, to the extent payable, but not previously paid (together, the “Accrued Obligations”). In addition, subject to Sections 5(e) and 7(b) below and the Employee’s execution and non-revocation of a binding release in accordance with Section 5(f) below, in the event of the Employee’s Separation from Service with Live Nation by reason of a termination by Live Nation without Cause or a termination by the Employee for Good Reason, Live Nation shall (i) pay to the Employee, within 60 days of the Employee’s Termination Date (with the exact payment date to be determined by Live Nation in its sole discretion), except as set forth in the proviso to this clause, a lump-sum cash payment (less appropriate payroll deductions) equal to the Employee’s then-current Base Salary times the greater of (a) the number of full months remaining in the Term as of the Termination Date, divided by 12, or (b) two (in either case, the “Cash Severance”); and (ii) accelerate the vesting and lapsing of restrictions on all unvested or restricted equity awards awarded to the Employee prior to the Employee’s Termination Date, and, to the extent applicable, all such awards shall remain exercisable until the earlier to occur of the third anniversary of the Date of Termination Date or had the stated expiration of such award (Executive continued employment with the Cash Severance Company, assuming no change in Base Salary and accelerated vestingTarget Bonus, collectively, the “Severance”), provided that no such accelerating awards shall be exercisable each as in effect immediately prior to the date on which Termination of Employment (without giving effect to any reduction that constitutes Good Reason) (or, if higher, immediately prior to the Employee’s executed release becomes irrevocable. Each payment under this Section 5(a) Effective Date), assuming full bonus payout and without regard to any amendment to the Pension Plans made upon or subsequent to the Effective Date, PROVIDED, HOWEVER, that such amount shall be treated as a separate payment for purposes of Code Section 409A (together with reduced by the regulations and other official guidance promulgated thereunder, “Section 409A”). Notwithstanding the foregoingamount, if any, of the 60-day period during which Retention Bonus (defined below) already paid to the Cash Severance may be paid spans two calendar yearsExecutive; PROVIDED, FURTHER, that after such payment reduction the Executive shall be made entitled to no less than one times the sum of the Executive's then current Base Salary and the Target Bonus; (ii) continuation during the Severance Period of coverage under and participation in employee welfare and fringe benefit plans or programs that the later Executive (and any beneficiary) is covered under or participating in immediately prior to the Notice of Termination (without giving effect to any reduction in such calendar yearbenefits which constitutes Good Reason) (or, if more favorable to the Executive, immediately prior to the Effective Date) (or substantially equivalent plans or programs on a benefit by benefit basis), subject to reduction of such employee welfare and fringe benefit plans upon re-employment and receipt by the Executive of comparable benefits under welfare and fringe benefit plans of a successor employer during the Severance Period; and (iii) receipt of outplacement services during the Severance Period, which services are no less favorable than the executive outplacement provided by the Company, consistent with past practices.

Termination Without Cause or for Good Reason. Live Nation may terminate In the event that the Term and Employee’s employment without Cause (as defined below) or the Employee may terminate the Employee’s employment for Good Reason (as defined below) at any time during the Term. If the Employee experiences a “separation from service” (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury Regulation Section 1.409A-1(h)) (a “Separation from Service”) due to the termination of the Employee’s employment hereunder is terminated by Live Nation Employer without Cause or the Employee’s termination of the Employee’s employment by Employee for Good Reason, Live Nation shall promptly orin each case, in the case of obligations described in clause (iv) below, as such obligations become due, pay or provide prior to the Employeethird anniversary of the Effective Date, Employee shall be entitled to receive (ia) the Employee’s earned but accrued and unpaid Base Salary accrued through the date of such Separation from Service (the “Termination Date”)termination of employment, (iib) accrued but notwithstanding anything herein or in any bonus or incentive agreement, arrangement, plan, policy or program to the contrary, the payment by Employer of the aggregate amount of unpaid vacation time through the Termination DateAnnual Bonuses, if anyapplicable, in respect of any fiscal year preceding the fiscal year in which the termination of employment occurs, (iiic) reimbursement of any business expenses incurred by the Employee prior an amount equal to the Termination Date that are reimbursable under Section 3(e) above, (iv) any vested benefits and other amounts due to the Employee under any plan, program or policy of Live Nation, (v) subject to Section 5(e) below, a pro-rated Target Bonus for each calendar year commencing with the calendar year in which the Termination Date date of termination occurs and (vi) any Bonus required to be paid to including the Employee pursuant to this Agreement for any portion of such calendar year preceding the date of Live Nation ending prior to the Termination Datetermination, to the extent payable, but not previously paid already earned and paid) and ending on the later of (togetheri) the end of the Term or (ii) the end of the twenty-four (24) month period immediately following Employee’s termination of employment (the “Bonus Severance” and such period, the “Accrued ObligationsContinuation Period”) (prorated for any partial year), payable on the scheduled payment date for the applicable Annual Bonus in accordance with Subsection 3.2 as if Employee had remained employed through the payment date of such Annual Bonus, (d) reimbursement, within thirty (30) days following submission by Employee to Employer of appropriate supporting documentation, for any unreimbursed business expenses properly incurred by Employee in accordance with Employer’s policy prior to the date of Employee’s termination of employment; provided claims for such reimbursement (accompanied by appropriate supporting documentation) are submitted to Employer within ninety (90) days following the date of Employee’s termination of employment, (e) all amounts and benefits then or thereafter due to Employee under the applicable terms of any applicable plan, program, award, agreement or arrangement (including any equity or equity-based plan, program, award, agreement or arrangement) of any member of the Employer Group in accordance with the terms and conditions of any such plan, program, award, agreement or arrangement, (f) accelerated vesting of the portion of (i) the Annual Equity Award subject to time-based vesting and (ii) the IPO Equity Award, in each case of (i) and (ii) that remains unvested as of the date of termination (“Equity Award Acceleration”) and (g) payment of an amount equal to the Base Salary, payable by Employer as if Employee had remained employed through the Continuation Period (the “Salary Severance,” and collectively with the Bonus Severance, the “Severance Payments”). Such amounts in clause 4.7(a) shall be paid in a lump sum within thirty (30) days after the date of Employee’s termination of employment and the amounts in clauses 4.7(b) and (c) will be paid at such time as such Annual Bonus is otherwise paid to similarly situated senior executives, but in no event later than March 15 of the year of following the year to which such Annual Bonus relates. In additionorder to receive the Severance Payments and Equity Award Acceleration, Employee must first execute and deliver a release of claims in the form attached hereto as Exhibit B (the “Mutual Release”) within sixty (60) days after the date of termination of Employee’s employment (such 60-day period, the “Release Period”), and must not revoke the Mutual Release within seven (7) days of signing it (the “Revocation Period”). Employer will also execute the Mutual Release within ten (10) days of receiving it, and return an executed original to Employee. Notwithstanding anything to the contrary in the Annual Equity Award Agreements or the IPO Equity Award Agreements, (i) the portion of the Annual Equity Awards subject to time-based vesting and IPO Equity Award that, in each case, remains unvested as of the date of termination by Employer without Cause or by Employee for Good Reason shall remain outstanding and unvested and shall become vested (and be exercisable and/or settled) on the eighth (8th) day after Employee has timely executed and delivered the Mutual Release, so long as Employee has not revoked the Mutual Release during the Revocation Period, subject to Sections 5(ecompliance with Section 409A of the Code, and (ii) if Employee either does not execute and deliver the Mutual Release or revokes the Mutual Release during the Revocation Period, such portion shall be forfeited for no consideration immediately following the end of the Release Period. The Salary Severance shall be paid ratably in monthly installments over the twenty-four-(24-) month period following termination of employment with the first such installment to be paid no later than the date on which Employee has executed (and not timely revoked) the Mutual Release (the “Severance Commencement Date”) (which installment shall include any installment of the Salary Severance that would have otherwise been paid to Employee prior to such date absent the requirement to execute the Mutual Release assuming for these purposes that installments are paid on the day of each month that corresponds to the date of termination) and 7(b) below the remaining installments to be paid during the remaining portion of such 24 month period on the day that corresponds to the date of termination with the final installment to be paid on the first anniversary of such termination date; provided, that, if the Release Period together with the Revocation Period spans across two calendar years, the Bonus Severance will be paid and the Employee’s execution first installment of the Salary Severance will commence, in each case, on the first business day of the second calendar year if such date is later than the date on which such payment would otherwise have been made pursuant to this Subsection 4.7 absent this proviso and non-revocation the first installment of a binding release the Salary Severance shall include any installment of the Salary Severance that would have otherwise been paid to Employee prior to such date absent this proviso (with any remaining installments paid on the day of each month that corresponds to the date of termination). Notwithstanding anything to the contrary, the Severance Payments shall immediately cease (and Employee shall forfeit the portion of the Annual Equity Awards and IPO Equity Awards subject to the Equity Award Acceleration and any equity received in accordance with Section 5(frespect thereof (and refund all proceeds received in respect of such equity through sale thereof or otherwise)) below, in the event that a duly appointed arbitrator determines that Employee has materially breached any of the covenants set forth in Sections 7 or 8 of this Agreement or Schedule E to the Award Agreement. In the event of any termination of the Term and Employee’s Separation from Service with Live Nation employment hereunder by reason of a termination by Live Nation Employer without Cause or a termination by the Employee for Good Reason, Live Nation Employee shall (i) pay be deemed to the Employee, within 60 days of the Employee’s Termination Date (have resigned all positions held with the exact payment date to be determined by Live Nation in its sole discretion), except as set forth in the proviso to this clause, a lump-sum cash payment (less appropriate payroll deductions) equal to the Employee’s then-current Base Salary times the greater of (a) the number of full months remaining in the Term Employer Group as of the Termination Date, divided by 12, or (b) two (in either case, the “Cash Severance”); and (ii) accelerate the vesting and lapsing of restrictions on all unvested or restricted equity awards awarded to the Employee prior to the Employee’s Termination Date, and, to the extent applicable, all such awards shall remain exercisable until the earlier to occur of the third anniversary of the Termination Date or the stated expiration date of such award (the Cash Severance and accelerated vesting, collectively, the “Severance”), provided that no such accelerating awards shall be exercisable prior to the date on which the Employee’s executed release becomes irrevocable. Each payment under this Section 5(a) shall be treated as a separate payment for purposes termination of Code Section 409A (together with the regulations and other official guidance promulgated thereunder, “Section 409A”). Notwithstanding the foregoing, if the 60-day period during which the Cash Severance may be paid spans two calendar years, such payment shall be made in the later such calendar yearemployment.

Termination Without Cause or for Good Reason. Live Nation may If the Company exercises its right to terminate the Employee’s employment without Cause (as defined below) or the Employee may terminate the Employee’s employment for Good Reason (as defined below) at any time during the Term. If the Employee experiences a “separation from service” (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury Regulation Section 1.409A-1(h)) (a “Separation from Service”) due to the termination of the Employee’s employment by Live Nation Employment Period without Cause or if Executive exercises his right to terminate the Employee’s termination Employment Period for good reason, the Company shall be obligated to pay Executive (a) any salary that was accrued but not yet paid as of the Employee’s employment for Good ReasonEffective Termination Date; (b) as severance pay, Live Nation shall promptly oran amount, payable in twelve equal monthly installments commencing on the case of obligations described Effective Termination Date, equal to Executive's annual Base Salary in clause (iv) below, as such obligations become due, pay or provide effect immediately prior to the EmployeeEffective Termination Date (such amount to be payable regardless of whether (x) Executive obtains other employment and is compensated therefor, (iy) the Employee’s earned but unpaid Base Salary accrued through Effective Termination Date is less than twelve months prior to the date Expiration Date or (z) Executive dies prior to the first anniversary of such Separation from Service (the “Effective Termination Date”, but only for so long as Executive is not in violation of Section V hereof), ; (iic) accrued but the unpaid vacation time through the Termination DatePerformance Bonus, if any, (iii) reimbursement of any business expenses incurred by the Employee prior with respect to the calendar year preceding the Effective Termination Date that are reimbursable (such Performance Bonus, if any, to be determined in the manner it would have been determined and payable at the time it would have been payable under Section 3(eIII(C) above, had there been no termination of the Employment Period); and (ivd) any vested benefits and other amounts due to the Employee under any plan, program or policy of Live Nation, (v) subject to Section 5(e) below, a pro-rated Performance Bonus for the calendar year in which the Effective Termination Date occurs and (vithat would have been payable under Section III(C) any Bonus required to be paid to the Employee pursuant to this Agreement for any calendar year of Live Nation ending prior to the Termination Date, to the extent payable, but not previously paid (together, the “Accrued Obligations”). In addition, subject to Sections 5(e) and 7(b) below and the Employee’s execution and non-revocation of a binding release in accordance with Section 5(f) below, in the event had there been no termination of the Employee’s Separation from Service with Live Nation by reason of a termination by Live Nation without Cause or a termination by the Employee for Good ReasonEmployment Period (such Performance Bonus, Live Nation shall (i) pay to the Employeeif any, within 60 days of the Employee’s Termination Date (with the exact payment date to be determined by Live Nation in its sole discretion), except as set forth in the proviso to this clause, a lump-sum cash payment (less appropriate payroll deductionsmanner it would have been determined and payable at the time it would have been payable under Section III(C) equal to the Employee’s then-current Base Salary times the greater of (a) the number of full months remaining in the Term as had there been no termination of the Termination Date, divided by 12, or (b) two (in either case, the “Cash Severance”Employment Period); and (ii) accelerate the vesting and lapsing of restrictions on all unvested or restricted equity awards awarded to the Employee prior to the Employee’s Termination Date, and, to the extent applicable, all such awards shall remain exercisable until the earlier to occur of the third anniversary of the Termination Date or the stated expiration of such award (the Cash Severance and accelerated vesting, collectively, the “Severance”), provided that no such accelerating awards shall be exercisable prior to the date on which the Employee’s executed release becomes irrevocable. Each payment under this Section 5(a) shall be treated as a separate payment for purposes of Code Section 409A (together with the regulations and other official guidance promulgated thereunder, “Section 409A”). Notwithstanding the foregoing, if the 60-day period during which the Cash Severance may be paid spans two calendar years, such payment shall be made in the later such calendar year.

Termination Without Cause or for Good Reason. Live Nation The Company may voluntarily terminate the Employee’s employment this Agreement without Cause (as defined below) or by giving written notice to Executive. Any such notice shall specify the Employee may terminate the Employee’s employment for Good Reason (as defined below) at any time during the Term. If the Employee experiences a “separation from service” (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury Regulation Section 1.409A-1(h)) (a “Separation from Service”) due to the termination of the Employee’s employment by Live Nation without Cause or the Employee’s termination of the Employee’s employment for Good Reason, Live Nation shall promptly or, in the case of obligations described in clause (iv) below, as such obligations become due, pay or provide to the Employee, (i) the Employee’s earned but unpaid Base Salary accrued through the exact date of such Separation from Service termination (the “Termination Date”). Executive may voluntarily terminate this agreement for Good Reason by giving written notice to the Company specifying the exact Termination Date. “Good Reason” means any of the following (i) a material diminution by the Company of Executive’s then existing base salary or non-equity incentive compensation opportunity, other than as contemplated by Section 3(a); (ii) accrued but unpaid vacation time through a material diminution in Executive’s authorities, duties and/or responsibilities; or (iii) the Company’s decision to permanently relocate Executive’s residence or the Company’s principal business office by more than sixty (60) miles from its then current location and the Executive’s relocation with respect thereto; provided, however, that no termination by Executive shall constitute a termination for Good Reason unless: (1) Executive gives the Company notice of the existence of the condition constituting Good Reason within thirty (30) days following the initial occurrence thereof; (2) the Company does not remedy or cure the Good Reason condition within thirty (30) days of receiving such notice described in (1); and (3) Executive terminates employment within thirty (30) days following the end of the cure period described in (2). If Executive’s employment under this Agreement is terminated by the Company without Cause or by Executive for Good Reason, subject to the condition set forth below in Section 5(c), Executive shall be entitled to receive, after the Termination Date, the Accrued Obligations and the following “Severance Benefits”: (i) eighteen (18) months of his Base Salary at the rate existing on the Termination Date; (ii) if anyExecutive timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) or any state equivalent, (iii) reimbursement for himself and his covered dependents under the Company’s group health plans following such termination, then the Company shall pay the same portion of any business expenses incurred by the Employee prior to monthly premium under COBRA as it pays for active employees and their eligible dependents from the Termination Date until the earliest of (A) the date that are reimbursable under Section 3(eis eighteen (18) above, (iv) any vested benefits and other amounts due to the Employee under any plan, program or policy of Live Nation, (v) subject to Section 5(e) below, a pro-rated Bonus for the calendar year in which the Termination Date occurs and (vi) any Bonus required to be paid to the Employee pursuant to this Agreement for any calendar year of Live Nation ending prior to months after the Termination Date, to (B) the extent payableexpiration of Executive’s eligibility for continuation coverage under COBRA, but not previously paid or (togetherC) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment (such period from the termination date through the earliest of (A) through (C), the “Accrued ObligationsCOBRA Payment Period”). In addition, subject ; and (iii) with respect to Sections 5(e) and 7(b) below and the Employee’s execution and non-revocation of a binding release in accordance with Section 5(f) below, Awards (as defined in the event of the EmployeeCompany’s Separation from Service with Live Nation 2018 Omnibus Equity Incentive Plan then held by reason of a termination by Live Nation without Cause or a termination by the Employee for Good Reason, Live Nation shall (i) pay to the Employee, within 60 days of the Employee’s Termination Date (with the exact payment date to be determined by Live Nation in its sole discretion), except as set forth in the proviso to this clause, a lump-sum cash payment (less appropriate payroll deductions) equal to the Employee’s then-current Base Salary times the greater of (a) the number of full months remaining in the Term Executive and not vested as of the Termination Date, divided by accelerated vesting of such Awards such that Executive gets twelve (12, or (b) two (in either case, full months of vesting credit from the “Cash Severance”); and (ii) accelerate the vesting and lapsing of restrictions on all unvested or restricted equity awards awarded to the Employee prior to the Employee’s Termination Date; provided that, andif the Termination Date is in connection with or within twelve (12) months after a “Change in Control” (as defined in the Plan), to the extent applicable, then all such awards shall remain exercisable until the earlier to occur of the third anniversary Awards then held by Executive and not vested at the time of such termination shall become fully vested and exercisable as of the Termination Date or the stated expiration Date. With respect to payment of COBRA premiums described above, Executive must pay his portion of any premiums with after-tax income and any portion of such award (premiums paid for by the Cash Severance and accelerated vesting, collectively, the “Severance”), provided that no such accelerating awards Company shall be exercisable prior fully taxable to Executive. If Executive becomes eligible for coverage under another employer’s group health plan, through self-employment, or otherwise ceases to be eligible for COBRA coverage during the date period provided in this Section, Executive must immediately notify the Company of such event, and the Company’s obligation to pay COBRA premiums on which the EmployeeExecutive’s executed release becomes irrevocable. Each payment under this Section 5(a) behalf shall be treated as a separate payment for purposes of Code Section 409A (together with the regulations and other official guidance promulgated thereunder, “Section 409A”)cease. Notwithstanding the foregoing, if at any time the 60-Company determines, in its sole discretion, that its payment of COBRA premiums on Executive’s behalf would result in a violation of applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then in lieu of paying COBRA premiums on Executive’s behalf, the Company will pay Executive on the last day period during of each remaining month of the COBRA Payment Period a cash payment equal to the COBRA premium for that month, which the Cash Severance may be paid spans two calendar years, such payment shall be subject to applicable tax withholding (such amount, the “Special Severance Payment”), such Special Severance Payment to be made without regard to Executive’s payment of COBRA premiums and without regard to the expiration of the COBRA Payment Period prior to the end of the COBRA continuation period. Such Special Severance Payment shall end on the earlier of (i) the date on which Executive commences other full-time, regular employment (i.e., excluding temporary or consulting positions) and (ii) the close or termination of the COBRA continuation period following Executive’s termination. All Base Salary payments shall be paid over time in accordance with the later Company’s general payroll practices, as and when such calendar yearBase Salary would have been paid had Executive’s employment not terminated, with the first Base Salary installment due for the payroll period beginning immediately following the expiration of the separation agreement revocation period described below. Executive shall not be under any obligation to mitigate the Company’s obligation by securing other employment or otherwise.

Termination Without Cause or for Good Reason. Live Nation may terminate the Employee’s employment without Cause (as defined below) or the Employee may terminate the Employee’s employment for Good Reason (as defined below) at any time during the Term. If the Employee experiences a “separation from service” (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury Regulation Section 1.409A-1(h)) (a “Separation from Service”) due to the termination of the Employee’s employment by Live Nation without Cause or the Employee’s termination of the Employee’s employment for Good Reason, Live Nation shall promptly or, in the case of obligations described in clause (iv) below, as such obligations become due, pay or provide to the Employee, (i) the Employee’s earned but unpaid Base Salary accrued through the date of such Separation from Service (the “Termination Date”), (ii) accrued but unpaid vacation time through the Termination Date, if any, (iii) reimbursement of any business expenses incurred by the Employee prior to the Termination Date that are reimbursable under Section 3(e) above, (iv) any vested benefits and other amounts due to the Employee under any plan, program or policy of Live Nation, (v) subject to Section 5(e) below, a pro-rated Bonus for the calendar year in which the Termination Date occurs and (vi) any Bonus required to be paid to the Employee pursuant to this Agreement for any calendar year of Live Nation ending prior to the Termination Date, to the extent payable, but not previously paid (together, the “Accrued Obligations”). In addition, subject to Sections 5(e) and 7(b) below and the Employee’s execution and non-revocation of a binding release in accordance with Section 5(f) below, in the event of the Employee’s Separation from Service with Live Nation by reason of a termination by Live Nation without Cause or a termination by the Employee for Good Reason, Live Nation shall (i) pay to the Employee, within 60 days of the Employee’s Termination Date (with the exact payment date to be determined by Live Nation in its sole discretion), except as set forth in the proviso to this clause, a lump-sum cash payment (less appropriate payroll deductions) equal to the Employee’s then-current Base Salary times the greater of (a) the number of full months remaining in the Term as of the Termination Date, divided by 12, or (b) two (in either case, the “Cash Severance”); and (ii) accelerate the vesting and lapsing of restrictions on all unvested or restricted equity awards awarded to the Employee prior to the Employee’s Termination Date (including, without limitation, the Signing Performance Shares (which shall vest based upon the Target Stock Price attained through the Termination Date) and any restricted shares of Live Nation common stock issued in respect of Earned Performance Shares), and, to the extent applicable, all such awards shall remain exercisable until the earlier to occur of the third anniversary of the Termination Date or the stated expiration of such award (the Cash Severance and accelerated vesting, collectively, the “Severance”), provided that no such accelerating awards shall be exercisable prior to the date on which the Employee’s executed release becomes irrevocable. Each payment under this Section 5(a) shall be treated as a separate payment for purposes of Code Section 409A (together with the regulations and other official guidance promulgated thereunder, “Section 409A”). Notwithstanding the foregoing, if the 60-day period during which the Cash Severance may be paid spans two calendar years, such payment shall be made in the later such calendar year.

Termination Without Cause or for Good Reason. Live Nation may terminate Subject to Section 6(h) (Release), if the Employee’s employment Employment Period is terminated by the Company without Cause (as defined belowand other than under the circumstances described in Section 6(e) or the Employee may terminate the Employee’s employment for Good Reason (as defined below) at any time during the Term. If the Employee experiences a “separation from service” (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury Regulation Section 1.409A-1(h)) (a “Separation from Service”) due to the termination of the Employee’s employment by Live Nation without Cause or the Employee’s termination of the Employee’s employment Executive for Good Reason, Live Nation then Executive shall promptly or, in the case of obligations described in clause (iv) below, as such obligations become due, pay or provide to the Employee, be entitled: (i) the Employee’s earned but unpaid to continue to receive his Base Salary accrued through the date of such Separation from Service (the “Termination Date”), termination; (ii) accrued but unpaid vacation time through to receive the Termination Date, if any, (iii) reimbursement of any business expenses incurred by the Employee prior to the Termination Date that are reimbursable under Section 3(e) above, (iv) any vested benefits and other amounts due to the Employee under any plan, program or policy of Live Nation, (v) subject to Section 5(e) below, a pro-rated Annual Bonus for the calendar fiscal year preceding the fiscal year in which the Termination Date occurs and (vi) any Bonus required to be paid to the Employee pursuant to this Agreement for any calendar year date of Live Nation ending prior to the Termination Datetermination occurs, to the extent payableearned under Section 3(b) but not already paid; (iii) to continue to receive his Base Salary as special severance payments from the date of termination through the first anniversary of the date of termination (the “Severance Period”); (iv) to receive a prorated Annual Bonus for the fiscal year in which the date of termination occurs, to the extent earned under Section 3(b) (the extent to which performance objectives have been achieved to be determined by the Board in its reasonable discretion in a manner consistent with its determinations regarding annual bonuses earned by other senior-level employees of WestRock and its Subsidiaries for the year in which such termination occurs, but not previously paid disregarding any subjective performance goals in making its determination), based on the portion of such year elapsed prior to the date of termination; and (together, v) to pro rata vesting of restricted stock units and long-term incentive awards granted to Executive pursuant to Section 3(c) based on the “Accrued Obligations”)portion of the applicable vesting period elapsed prior to the date of termination but subject to the achievement of any applicable performance conditions. In addition, subject to Sections 5(e) and 7(b) below and the Employee’s execution and non-revocation if Executive elects COBRA continuation of a binding release health insurance coverage in accordance with Section 5(fthe Company’s procedures, the Company shall pay the premiums for such coverage on a monthly basis for a period of twelve (12) belowmonths following such termination. Executive shall not be entitled to any other salary, compensation (including, without limitation, any bonus) or benefits from WestRock or its Subsidiaries after such termination of the Employment Period, except as specifically provided for in the employee benefit plans of WestRock and its Subsidiaries or as otherwise expressly required by applicable law; provided, that WestRock and its Subsidiaries shall be entitled to amend or terminate any employee benefit plans which are applicable generally to the senior executives, officers or other employees of WestRock and its Subsidiaries. It is further acknowledged and agreed by the parties that the actual damages to Executive in the event of the Employee’s Separation from Service with Live Nation by reason of a termination by Live Nation without Cause or a termination by the Employee for Good Reason, Live Nation shall (iunder this Section 6(a) pay would be difficult if not impossible to the Employee, within 60 days of the Employee’s Termination Date (with the exact payment date to be determined by Live Nation in its sole discretion), except as set forth in the proviso to this clause, a lump-sum cash payment (less appropriate payroll deductions) equal to the Employee’s then-current Base Salary times the greater of (a) the number of full months remaining in the Term as of the Termination Date, divided by 12, or (b) two (in either case, the “Cash Severance”); and (ii) accelerate the vesting and lapsing of restrictions on all unvested or restricted equity awards awarded to the Employee prior to the Employee’s Termination Dateascertain, and, to the extent applicable, all such awards shall remain exercisable until the earlier to occur of the third anniversary of the Termination Date or the stated expiration of such award (the Cash Severance and accelerated vesting, collectivelytherefore, the “Severance”), provided that no such accelerating awards salary and benefit continuation provisions set forth hereinabove shall be exercisable prior to Executive’s sole and exclusive remedy in the date on which the Employee’s executed release becomes irrevocable. Each payment case of termination under this Section 5(a6(a) shall and shall, as liquidated damages or severance pay or both, be treated as a separate payment considered for all purposes in lieu of Code Section 409A (together with the regulations and any other official guidance promulgated thereunderrights or remedies, “Section 409A”). Notwithstanding the foregoingat law or in equity, if the 60-day period during which the Cash Severance Executive may be paid spans two calendar years, such payment shall be made have in the later case of such calendar yeartermination.

Termination Without Cause or for Good Reason. Live Nation may terminate Subject to the Employee’s employment terms and conditions of this Section 5, if the Employment Period is terminated by the Company without Cause (as defined below) or the by Employee may terminate the Employee’s employment for Good Reason (as defined below) at any time time, Employee shall be entitled to receive, during the Term. If Severance Period, Employee’s Base Salary payable in the Employee experiences a “separation from service” (within same manner and in the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, same installments as amended previously paid (the “CodeSeverance Payments”), and Treasury Regulation Section 1.409A-1(h)) (a “Separation from Service”) due to the termination of the Employee’s employment by Live Nation without Cause or the Employee’s termination of the Employee’s employment for Good Reason, Live Nation shall promptly or, in the case of obligations described in clause (iv) below, as such obligations become due, pay or provide to the Employee, (i) the Employee’s earned but unpaid Base Salary accrued through the date of such Separation from Service (the “Termination Date”), (ii) accrued but unpaid vacation time through the Termination Date, if any, (iii) reimbursement of any business expenses incurred by the Employee prior to the Termination Date that are reimbursable under Section 3(e) above, (iv) any vested benefits and other amounts due to the Employee under any plan, program or policy of Live Nation, (v) subject to Section 5(e) below, a pro-rated Bonus for the calendar year in which the Termination Date occurs and (vi) any Bonus required to be paid to the Employee pursuant to this Agreement for any calendar year of Live Nation ending prior to the Termination Date, to the extent payable, but not previously paid (together, the “Accrued Obligations”). In addition, subject to Sections 5(e) and 7(b) below and the Employee’s execution and non-revocation of a binding release in accordance with Section 5(f) below, in the event of the Employee’s Separation from Service with Live Nation by reason of a termination by Live Nation without Cause or a termination by the Employee for Good Reason, Live Nation shall (i) pay to the Employee, within 60 days of the Employee’s Termination Date (with the exact payment date to be determined by Live Nation in its sole discretion)and, except as set forth in this Section 5(a) or in Section 5(c), the proviso Company’s obligation to make any other payments or provide any other benefits under this clause, a lump-sum cash payment (less appropriate payroll deductions) equal to the Employee’s then-current Base Salary times the greater of (a) the number of full months remaining in the Term Agreement shall cease as of the Termination Date, divided by 12, or (b) two (in either case. When used herein, the “Cash Severance”); and Severance Period” means the period ending on the twelve (ii) accelerate the vesting and lapsing of restrictions on all unvested or restricted equity awards awarded to the Employee prior to the Employee’s Termination Date, and, to the extent applicable, all such awards shall remain exercisable until the earlier to occur of the third 12)-month anniversary of the Termination Date or Date. Employee shall forfeit the stated expiration of such award (the Cash Severance compensation and accelerated vestingother benefits otherwise payable to Employee pursuant to this Section 5(a) unless, collectively, the “Severance”), provided that no such accelerating awards shall be exercisable prior to the date on which the Employee’s executed release becomes irrevocable. Each first payment under would otherwise be payable pursuant to this Section 5(a) shall (and in any event within sixty (60) days after receipt of such Separation Document (as hereinafter defined)), Employee executes and delivers to the Company (and does not revoke or breach), a complete mutual release in favor of each member of the Company Group and their affiliates, and their respective equity holders, officers, managers, directors, employees, lenders, principals and attorneys, in a form reasonably acceptable to the Company (the “Separation Document”); provided, however, that if the sixty (60)-day period (together with any applicable consideration and revocation periods) begins in one (1) calendar year and ends in a second calendar year, then regardless of the date on which the Separation Document is actually executed, the Severance Payments (if owed) will be treated as paid in such second calendar year no later than ten (10) days after the last day of such sixty (60)-day period (or, if later, upon the expiration of the applicable consideration and revocation periods), subject to the Company’s ability to accelerate such payments to the extent it would not result in a separate payment for purposes violation of Code Section 409A (together with 409A. If Employee breaches or revokes the regulations and other official guidance promulgated thereunderSeparation Document provided pursuant to the previous sentence, “then Employee shall promptly repay to the Company all amounts paid to Employee pursuant to this Section 409A”). Notwithstanding the foregoing, if the 60-day period during which the Cash Severance may be paid spans two calendar years, 5(a) prior to such payment shall be made in the later such calendar yearrevocation.

Termination Without Cause or for Good Reason. Live Nation may terminate Following Change in Control Prior to June 30, 2014. If, within 12 months of a Change in Control (as defined below), the EmployeeCompany terminates Executive’s employment without Cause (as defined below) ), or Executive resigns from the Employee may terminate the Employee’s employment Company for Good Reason (as defined below), prior to June 30, 2014, Executive shall be entitled to receive (1) the Accrued Compensation; (2) an amount equal to his then current Base Salary for a period of 18 months, provided that Executive is not in breach of the covenants set forth in Section 7; (3) payment of COBRA premiums for Executive, his spouse and his dependents for a period of 18 months, provided that (i) the Company shall pay premiums for Executive’s spouse and dependents only for coverage for which the Executive’s spouse and dependents were enrolled immediately prior to the termination without Cause or for Good Reason and (ii) if at any time during the TermCompany determines, in its sole discretion, that the payment of the COBRA premiums would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Code or any statute or regulation of similar effect (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of providing the COBRA premiums, the Company will instead pay Executive on the last day of each remaining month the Company would have paid the COBRA premiums, a fully taxable cash payment equal to the COBRA premiums for that month, subject to all previously authorized or legally required deductions and withholdings; (4) a lump sum equal to 100% of Executive’s target incentive bonus for 12 months, plus 100% of a pro rata portion of Executive’s target incentive bonus for the current fiscal year (which lump sum shall assume all applicable performance metrics and objectives have been obtained by Executive and/or the Company); and (5) accelerated vesting of all of Executive’s stock options. If The Base Salary amount shall be paid in a lump sum as soon as practicable but no later than sixty (60) days after the Employee experiences effective termination date; provided, however, that such payment shall not be made unless and until Executive has had a “separation from service” (within the meaning of Section 409A(a)(2)(A)(i) 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury Regulation Section 1.409A-1(h)) (a “Separation from Service”) due to the termination of the Employee’s employment by Live Nation without Cause or the Employee’s termination of the Employee’s employment for Good Reason, Live Nation shall promptly or, in the case of obligations described in clause (iv) below, as such obligations become due, pay or provide to the Employee, (i) the Employee’s earned but unpaid Base Salary accrued through the date of such Separation from Service (the “Termination Date”), (ii) accrued but unpaid vacation time through the Termination Date, if any, (iii) reimbursement of any business expenses incurred by the Employee prior to the Termination Date that are reimbursable under Section 3(e) above, (iv) any vested benefits and other amounts due to the Employee under any plan, program or policy of Live Nation, (v) subject to Section 5(e) below, a pro-rated Bonus for the calendar year in which the Termination Date occurs and (vi) any Bonus required to be paid to the Employee pursuant to this Agreement for any calendar year of Live Nation ending prior to the Termination Date, to the extent payable, but not previously paid (together, the “Accrued Obligations”). In addition, subject to Sections 5(e) and 7(b) below and the Employee’s execution and non-revocation requirements of a binding release in accordance with Section 5(f) below, in the event of the Employee’s Separation from Service with Live Nation by reason of a termination by Live Nation without Cause or a termination by the Employee for Good Reason, Live Nation shall (i) pay to the Employee, within 60 days of the Employee’s Termination Date (with the exact payment date to be determined by Live Nation in its sole discretion), except as set forth in the proviso to this clause, a lump-sum cash payment (less appropriate payroll deductions) equal to the Employee’s then-current Base Salary times the greater of (a) the number of full months remaining in the Term as of the Termination Date, divided by 12, or (b) two (in either case, the “Cash Severance”); and (ii) accelerate the vesting and lapsing of restrictions on all unvested or restricted equity awards awarded to the Employee prior to the Employee’s Termination Date, and, to the extent applicable, all such awards shall remain exercisable until the earlier to occur of the third anniversary of the Termination Date or the stated expiration of such award (the Cash Severance and accelerated vesting, collectively, the “Severance”), provided that no such accelerating awards shall be exercisable prior to the date on which the Employee’s executed release becomes irrevocable. Each payment under this Section 5(a) shall be treated as a separate payment for purposes of Code Section 409A (together with the regulations and other official guidance promulgated thereunder, “Section 409A”). Notwithstanding the foregoing, if the 60-day period during which the Cash Severance may be paid spans two calendar years, such payment shall be made in the later such calendar year5.4 have been met.

Termination Without Cause or for Good Reason. Live Nation may terminate In the Employeeevent the Executive’s employment without Cause (as defined below) or with the Employee may terminate Company is terminated by the Employee’s employment for Good Reason (as defined below) at any time during the Term. If the Employee experiences a “separation from service” (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury Regulation Section 1.409A-1(h)) (a “Separation from Service”) due to the termination of the Employee’s employment by Live Nation Company without Cause or by the Employee’s termination of the Employee’s employment Executive for Good Reason, Live Nation at any time, and, provided no Change in Control shall promptly orhave occurred, the Company shall pay the Executive, in the case of obligations described in clause (iv) belowcash, as such obligations become due, pay or provide aggregate severance payments equal to the EmployeeSeverance. The Company shall pay to the Executive any such severance payments due hereunder in twenty four (24) equal monthly payments on the first day of each month following such termination. In addition, (a) the Executive shall have the right to exercise any stock options, long-term incentive awards or other similar awards held by him in accordance with the relevant plan documents or grant letter; provided, however, that to the extent any option or award would expire by its terms within six (6) months following the date of termination, then the Executive may exercise said option or award until the earliest of (i) six (6) months following the Employee’s earned but unpaid Base Salary accrued through the date Date of such Separation from Service (the “Termination Date”)Termination, (ii) accrued but unpaid vacation time through ten (10) years following the Termination Date, if any, date of grant or (iii) reimbursement the end of the original term of the option grant had the Executive continued employment with the Company; and (b) the Company shall provide the Executive with continuing coverage under the life, disability, accident and health insurance programs for employees of the Company generally and under any business expenses incurred supplemental programs covering executives of the Company, as from time to time in effect, for the twenty four (24) month period from such termination or until the Executive becomes eligible for substantially similar coverage under the employee plans of a new employer, whichever occurs earlier, provided that the Executive’s right to elect continued medical coverage after termination of employment under Part 6 of Title I of the Employee Retirement Income Security Act of 1974, as amended, shall be deemed satisfied by the Employee prior coverage provided in this clause (b). The Executive shall also be entitled to the Termination Date that are reimbursable under Section 3(e) above, (iv) any vested a continuation of all other benefits and other amounts due to reimbursements in effect at the Employee under any plan, program or policy time of Live Nation, (v) subject to Section 5(e) below, a pro-rated Bonus termination for the calendar year in which twenty four (24) month period following such termination or until the Termination Date occurs and (vi) any Bonus required to be paid to the Employee pursuant to this Agreement Executive becomes eligible for any calendar year of Live Nation ending prior to the Termination Datesubstantially similar benefits from a new employer, to the extent payable, but not previously paid (together, the “Accrued Obligations”)whichever is earlier. In addition, subject to Sections 5(eall stock options, restricted stock and other long-term awards held by the Executive on the date of termination under any of the Company’s long-term incentive plans that would vest or become exercisable within the twenty four (24) and 7(b) below and months following such termination of employment had the Employee’s execution and non-revocation of a binding release in accordance with Section 5(f) below, Executive stayed in the event employ of the Employee’s Separation from Service with Live Nation by reason Company shall vest and become immediately exercisable, as applicable. Any part of the foregoing benefits that are attributable to participation in a termination by Live Nation without Cause or a termination plan in which the Executive can no longer participate under applicable law, shall be paid by the Employee Company from other sources such that the Executive receives substantially similar benefits to those provided for Good Reason, Live Nation shall (i) pay to under the Employee, within 60 days of the Employee’s Termination Date (with the exact payment date to be determined by Live Nation in its sole discretion), except as set forth in the proviso to this clause, a lump-sum cash payment (less appropriate payroll deductions) equal to the Employee’s then-current Base Salary times the greater of (a) the number of full months remaining in the Term as of the Termination Date, divided by 12, or (b) two (in either case, the “Cash Severance”); and (ii) accelerate the vesting and lapsing of restrictions on all unvested or restricted equity awards awarded to the Employee prior to the Employee’s Termination Date, and, to the extent applicable, all such awards shall remain exercisable until the earlier to occur of the third anniversary of the Termination Date or the stated expiration of such award (the Cash Severance and accelerated vesting, collectively, the “Severance”), provided that no such accelerating awards plan. All amounts payable hereunder shall be exercisable prior to the date on which the Employee’s executed release becomes irrevocable. Each payment paid monthly during such twenty four (24) month period and any amounts payable hereunder are in lieu of, not in addition to, amounts payable under this Section 5(a) shall be treated as a separate payment for purposes of Code Section 409A (together with the regulations and other official guidance promulgated thereunder, “Section 409A”). Notwithstanding the foregoing, if the 60-day period during which the Cash Severance may be paid spans two calendar years, such payment shall be made in the later such calendar year4.

Termination Without Cause or for Good Reason. Live Nation may terminate In the event that the Term and Employee’s employment hereunder is terminated by Employer without Cause (as defined below) Cause, or the by Employee may terminate the Employee’s employment for Good Reason (as defined below) at any time during the Term. If the time, Employee experiences a “separation from service” shall be entitled to receive (within the meaning of Section 409A(a)(2)(A)(ia) accrued and unpaid Base Salary as of the Internal Revenue Code date of 1986termination of employment, as amended (b) any unpaid Annual Bonus for the year prior to the year in which termination occurs, and (c) an aggregate amount equal to two (2), multiplied by, the sum of (x) Employee’s Base Salary and (y) the Target Bonus (the “CodeCompensation Continuation”), . Such amounts in clauses (a) and Treasury Regulation Section 1.409A-1(h)(b) shall be paid in a lump sum within thirty (a “Separation from Service”30) due to days after the termination date of the Employee’s employment by Live Nation without Cause or the Employee’s termination of employment. In order to receive the Compensation Continuation, Employee must first execute and deliver a release of claims in the form attached hereto as Exhibit A (the “Release”), that has become effective in accordance with its terms (including the expiration of any applicable revocation period contained therein or required by applicable law) within sixty (60) days after the date of termination of Employee’s employment for Good Reason(such 60-day period, Live Nation the “Release Period”). The Compensation Continuation shall promptly orbe paid ratably in monthly installments over the twenty-four (24) month period immediately following such termination, in with the case of obligations described in clause first such installment to be paid no later than ten (iv10) below, as such obligations become due, pay or provide to the Employee, (i) the Employee’s earned but unpaid Base Salary accrued through days following the date on which the Release becomes effective and irrevocable (which installment shall include any installment of such Separation from Service (the “Termination Date”), (ii) accrued but unpaid vacation time through the Termination Date, if any, (iii) reimbursement of any business expenses incurred by the Compensation Continuation that would have been paid to Employee prior to such date absent the Termination Date requirement to execute the Release); provided, that, if the Release Period spans two calendar years, then the first installment of the Compensation Continuation (which installment shall include any installment of the Compensation Continuation that are reimbursable under Section 3(ewould have been paid to Employee prior to such date absent this proviso) above, (iv) any vested benefits and other amounts due to will be paid on the Employee under any plan, program or policy first business day of Live Nation, (v) subject to Section 5(e) below, a pro-rated Bonus for the second calendar year in if such date is later than the date on which the Termination Date occurs and (vi) any Bonus required to be such installment would otherwise have been paid to the Employee pursuant to this Agreement for any calendar year of Live Nation ending prior to the Termination Date, to the extent payable, but not previously paid (together, the “Accrued Obligations”)Subsection 4.6 absent this proviso. In addition, subject to Sections 5(e) and 7(b) below and the Employee’s execution and non-revocation of a binding release in accordance with Section 5(f) below, in the event of any termination of the Term and Employee’s Separation from Service with Live Nation employment hereunder by reason of a termination by Live Nation Employer without Cause or a termination by the Employee for Good Reason, Live Nation Employee shall (i) pay resign all positions held with the Employer Group. Notwithstanding anything to the contrary in this Agreement, Employer agrees that in no event shall Employer terminate the Term and Employee’s employment hereunder without Cause prior to or following an IPO; provided, within 60 days that following an IPO, Employer may terminate the Term and Employee’s employment hereunder without Cause solely upon the determination of the Employee’s Termination Date (with the exact payment date to be determined by Live Nation in its sole discretion), except as set forth in the proviso to this clause, a lump-sum cash payment (less appropriate payroll deductions) equal to the Employee’s then-current Base Salary times the greater of (a) the number of full months remaining in the Term as of the Termination Date, divided by 12, or (b) two (in either case, the “Cash Severance”); and (ii) accelerate the vesting and lapsing of restrictions on all unvested or restricted equity awards awarded to the Employee prior to the Employee’s Termination Date, and, to the extent applicable, all such awards shall remain exercisable until the earlier to occur of the third anniversary of the Termination Date or the stated expiration of such award (the Cash Severance and accelerated vesting, collectively, the “Severance”), provided that no such accelerating awards shall be exercisable prior to the date on which the Employee’s executed release becomes irrevocable. Each payment under this Section 5(a) shall be treated as a separate payment for purposes of Code Section 409A (together with the regulations and other official guidance promulgated thereunder, “Section 409A”). Notwithstanding the foregoing, if the 60-day period during which the Cash Severance may be paid spans two calendar years, such payment shall be made in the later such calendar yearEGH Executive Committee.

Termination Without Cause or for Good Reason. Live Nation may terminate If the EmployeeExecutive’s employment is terminated during the Term (i) by the Company without Cause (other than as a result of the Executive’s death or Disability), or (ii) by the Executive for Good Reason, in each case, other than during the COC Protection Period (as defined below) or the Employee may terminate the Employee’s employment for Good Reason (as defined below) at any time during the Term. If the Employee experiences a “separation from service” (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury Regulation Section 1.409A-1(h)the Company shall (A) (a “Separation from Service”) due pay to the termination Executive any portion of the EmployeeExecutive’s employment by Live Nation without Cause or the Employee’s termination of the Employee’s employment for Good Reason, Live Nation shall promptly or, in the case of obligations described in clause (iv) below, as such obligations become due, pay or provide to the Employee, (i) the Employee’s earned but unpaid Base Salary accrued through the date of such Separation from Service (the “Termination Date”), (ii) accrued but unpaid vacation time base salary earned through the Termination Date, if any, ; (iiiB) reimbursement of pay to the Executive any business expenses incurred annual bonus that was earned by the Employee prior to the Termination Date that are reimbursable under Section 3(e) above, (iv) any vested benefits and other amounts due to the Employee under any plan, program or policy of Live Nation, (v) subject to Section 5(e) below, a pro-rated Bonus Executive for the calendar fiscal year immediately preceding the fiscal year in which the Termination Date occurs and (vi) any Bonus required to be paid to the Employee pursuant to this Agreement for any calendar year of Live Nation ending prior to the Termination Dateoccurs, to the extent payable, not already paid; (C) reimburse the Executive for any and all amounts advanced in connection with Executive’s employment with the Company for reasonable and necessary expenses incurred by Executive through the Termination Date in accordance with the Company’s policies and procedures on reimbursement of expenses; and (D) provide to the Executive all other accrued but not previously paid unpaid payments and benefits to which Executive may be entitled under the terms of any applicable compensation arrangement or benefit plan or program of the Company (togetherexcluding any severance plan or policy of the Company) (collectively, the “Accrued ObligationsCompensation”). In addition, subject to Sections 5(e) and 7(b) below and provided that the Employee’s execution and non-revocation Executive executes a release of claims in a binding release in accordance with Section 5(f) below, in the event of the Employee’s Separation from Service with Live Nation by reason of a termination by Live Nation without Cause or a termination by the Employee for Good Reason, Live Nation shall (i) pay form acceptable to the EmployeeCompany (a “Release”), within 60 returns such Release to the Company by no later than 45 days of following the Employee’s Termination Date (with the exact payment date to be determined by Live Nation in its sole discretion), except as set forth in the proviso to this clause, a lump-sum cash payment (less appropriate payroll deductions) equal to the Employee’s then-current Base Salary times the greater of (a) the number of full months remaining in the Term as of the Termination Date, divided by 12, or (b) two (in either case, the “Cash SeveranceRelease Deadline”); ) and (ii) accelerate the vesting and lapsing of restrictions on all unvested or restricted equity awards awarded to the Employee does not revoke such Release prior to the Employee’s Termination Date, and, to the extent applicable, all such awards shall remain exercisable until the earlier to occur expiration of the third anniversary of the Termination Date or the stated expiration of such award applicable revocation period (the Cash Severance and accelerated vesting, collectively, the “Severance”), provided that no such accelerating awards shall be exercisable prior to the date on which such Release becomes effective, the Employee’s executed release becomes irrevocable. Each payment under this Section 5(a) shall be treated as a separate payment for purposes of Code Section 409A (together with the regulations and other official guidance promulgated thereunder, “Section 409ARelease Effective Date”). Notwithstanding , then subject to the foregoingfurther provisions of Sections 2(j), 3, 4, and 6 below, the Company shall have the following obligations with respect to the Executive (or the Executive’s estate, if the 60-day period during which the Cash Severance may be paid spans two calendar yearsapplicable), such payment shall be made in the later such calendar year.subject to applicable taxes and withholdings:

Termination Without Cause or for Good Reason. Live Nation may terminate In the Employee’s event that your employment without Cause (as defined below) or with the Employee may terminate Company is terminated by the Employee’s employment for Good Reason (as defined below) at any time during the Term. If the Employee experiences a “separation from service” (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury Regulation Section 1.409A-1(h)) (a “Separation from Service”) due to the termination of the Employee’s employment by Live Nation Company without Cause or the Employee’s termination of the Employee’s employment by you for Good Reason, Live Nation then (i) all options which have vested shall promptly orcontinue to be exercisable in accordance with the terms of the Company's stock option plan and applicable legal requirements; (ii) all payments of Base Salary and bonuses accrued but unpaid on the date of termination, in as well as all expenses incurred to the case date of obligations termination, shall be due and payable to you immediately; (iii) subject to the provisions of Section 5 hereof, your unvested options shall continue to vest, on a monthly basis, during the applicable nine (9) or twelve (12) month severance period described in clause Section 4(d)(v) below, but such continuing vesting of your unvested options shall cease upon your obtaining new comparable employment during the applicable severance period; (iv) below, as such obligations become due, pay or provide to the Employee, (i) Company shall forgive all amounts owed by you in connection with the Employee’s earned but unpaid Base Salary accrued through the date of such Separation from Service (the “Termination Date”), (ii) accrued but unpaid vacation time through the Termination Date, if any, (iii) reimbursement of Loan and make any business expenses incurred by the Employee prior to the Termination Date that are reimbursable under Section 3(e) above, (iv) any vested benefits and other amounts due to the Employee under any plan, program or policy of Live Nation, necessary Gross-Up Payment; (v) subject the Company shall pay to Section 5(e) belowyou a severance payment, a pro-rated Bonus in monthly installments, equal to your Base Salary plus the lesser of your full annual target bonus for the then current calendar year (which shall be equal to twenty percent (20%) of your then current Base Salary) or the average of your actual annual bonuses for the previous two (2) calendar years, for a period of nine (9) months; provided, however, that in which the Termination Date occurs event you are terminated as a result of a Change of Control (whether due to termination without Cause or your termination for Good Reason following a Change of Control), the amount of such severance payment shall be twelve (12) months' severance; provided, further, that in the event you obtain other employment during the applicable nine (9) or twelve (12) month severance period, your severance payments thereafter shall be reduced on a prospective basis (not to less than 0) in the amount of cash compensation received by you during the remainder of such applicable severance period; and (vi) any Bonus required to be paid to the Employee pursuant to this Agreement for any calendar year of Live Nation ending prior to the Termination Date, to the extent payable, but not previously paid (together, the “Accrued Obligations”). In addition, subject to Sections 5(e) and 7(b) below and the Employee’s execution and non-revocation of a binding release in accordance with Section 5(f) below, in the event of the Employee’s Separation from Service with Live Nation by reason of a termination by Live Nation without Cause or a termination by the Employee for Good Reason, Live Nation shall (i) pay to the Employee, within 60 days of the Employee’s Termination Date (with the exact payment date to be determined by Live Nation in its sole discretion), except as set forth in the proviso to this clause, a lump-sum cash payment (less appropriate payroll deductions) equal to the Employee’s then-current Base Salary times the greater of (a) the number of full months remaining in the Term as of the Termination Date, divided by 12, or (b) two (in either case, the “Cash Severance”); and (ii) accelerate the vesting and lapsing of restrictions on all unvested or restricted equity awards awarded to the Employee prior to the Employee’s Termination Date, and, to the extent applicable, all such awards shall remain exercisable until the earlier to occur of the third anniversary of the Termination Date or the stated expiration of such award (the Cash Severance and accelerated vesting, collectively, the “Severance”), provided that no such accelerating awards Company shall be exercisable prior responsible for all costs relating to maintaining your Health Care Coverage for you and your dependents under COBRA for the date on which the Employee’s executed release becomes irrevocable. Each payment under this Section 5(ashorter of eighteen (18) months or for so long as allowed by law; provided, however, that such Health Care Coverage shall be treated as terminate upon your obtaining comparable Health Care Coverage from a separate payment future employer (after taking into account any waiting periods for purposes of Code Section 409A (together with the regulations and other official guidance promulgated thereunder, “Section 409A”such coverage to become effective). Notwithstanding the foregoing, if the 60-day period during which the Cash Severance may be paid spans two calendar years, such payment shall be made in the later such calendar year.

Termination Without Cause or for Good Reason. Live Nation may terminate If the Employee’s employment Employment Period is terminated by the Company Group without Cause or by Executive as a result of a resignation for Good Reason, in addition to the Accrued Benefits, Executive shall be entitled to receive (1) continuation of the Base Salary (as defined belowin effect immediately prior to termination of employment) for a period of twelve (12) months following the date of termination (but subject to the immediately following paragraph) in accordance with the payroll schedule in effect at the time; (2) the Annual Bonus for the calendar year immediately preceding the year of termination to the extent earned in full and unpaid as of the effective date of such termination; and (3) if Executive timely and properly elects to continue participation in any group medical, dental, vision and/or prescription drug plan benefits to which Executive and/or Executive’s eligible dependents would be entitled under 29 U.S.C. § 1161 et seq. (commonly known as “COBRA”) following the termination of the Employment Period, then Executive shall be entitled to continuation of group health plan benefits for a period of twelve (12) months following the date of termination, with the cost of the regular premium for such benefits shared in the same relative proportion by the Company Group and Executive as in effect on the date of termination until the earliest of (A) the expiration of the twelve (12) month period following the date of termination; (B) the expiration of Executive’s continuation coverage under COBRA; and (C) the date of commencement of any employment or self-employment in which comparable benefits are available to the Employee Executive as a result of such employment or self-employment (items (A) through (C) collectively, the “Severance Benefits”); provided, however, that the Company Group’s obligation to provide the Severance Benefits to Executive pursuant to this Section 4(b)(ii) shall be conditioned upon Executive’s execution and the irrevocability of a release in a form acceptable to the Company within thirty (30) days after Executive’s last day of employment with the Company Group. Executive shall not be entitled to any other salary, compensation or other benefits after termination of the Employment Period, except as specifically provided for in the Company Group’s employee benefit plans or as otherwise expressly required by applicable law. Notwithstanding the foregoing, nothing in this Section 4(b)(ii) shall be construed to affect Executive’s right to receive the COBRA continuation entirely at Executive’s own cost to the extent that Executive may terminate continue to be entitled to the EmployeeCOBRA continuation after Executive’s employment right to cost-sharing under the Severance Benefits ceases. Any Severance Payments payable pursuant to this Section 4(b)(ii) shall not be paid until the first scheduled payment date following the date the general release provided for Good Reason (as defined belowin this Section 4(b)(ii) at any time is executed and no longer subject to revocation, with the first such payment being in an amount equal to the total amount to which Executive would otherwise have been entitled during the Term. If period following the Employee experiences date of termination if such deferral had not been required; provided, however, that any such amounts that constitute nonqualified deferred compensation within the meaning of Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (“Section 409A”) shall not be paid until the 60th day following such termination to the extent necessary to avoid adverse tax consequences under Section 409A, and, if such payments are required to be so deferred, the first payment shall be in an amount equal to the total amount to which Executive would otherwise have been entitled during the period following the date of termination if such deferral had not been required; provided further that, if Executive is a “separation from servicespecified employee” (within the meaning of Section 409A(a)(2)(A)(i409A, any Severance Payments payable to Executive under this Section 4(b)(ii) of during the Internal Revenue Code of 1986, as amended (the “Code”), first six months and Treasury Regulation Section 1.409A-1(h)) (a “Separation from Service”) due to the termination of the Employee’s employment by Live Nation without Cause or the Employee’s termination of the Employee’s employment for Good Reason, Live Nation shall promptly or, in the case of obligations described in clause (iv) below, as such obligations become due, pay or provide to the Employee, (i) the Employee’s earned but unpaid Base Salary accrued through one day following the date of termination pursuant to this Section 4(b)(ii) that constitute nonqualified deferred compensation within the meaning of Section 409A shall not be paid until the date that is six (6) months and one day following such Separation from Service (termination to the “Termination Date”)extent necessary to avoid adverse tax consequences under Section 409A, (ii) accrued but unpaid vacation time through the Termination Dateand, if any, (iii) reimbursement of any business expenses incurred by the Employee prior to the Termination Date that such payments are reimbursable under Section 3(e) above, (iv) any vested benefits and other amounts due to the Employee under any plan, program or policy of Live Nation, (v) subject to Section 5(e) below, a pro-rated Bonus for the calendar year in which the Termination Date occurs and (vi) any Bonus required to be paid to the Employee pursuant to this Agreement for any calendar year of Live Nation ending prior to the Termination Date, to the extent payable, but not previously paid (togetherso deferred, the “Accrued Obligations”). In addition, subject to Sections 5(e) and 7(b) below and the Employee’s execution and non-revocation of a binding release first payment shall be in accordance with Section 5(f) below, in the event of the Employee’s Separation from Service with Live Nation by reason of a termination by Live Nation without Cause or a termination by the Employee for Good Reason, Live Nation shall (i) pay to the Employee, within 60 days of the Employee’s Termination Date (with the exact payment date to be determined by Live Nation in its sole discretion), except as set forth in the proviso to this clause, a lump-sum cash payment (less appropriate payroll deductions) an amount equal to the Employee’s then-current Base Salary times total amount to which Executive would otherwise have been entitled to during the greater of (a) the number of full months remaining in the Term as of the Termination Date, divided by 12, or (b) two (in either case, the “Cash Severance”); and (ii) accelerate the vesting and lapsing of restrictions on all unvested or restricted equity awards awarded to the Employee prior to the Employee’s Termination Date, and, to the extent applicable, all such awards shall remain exercisable until the earlier to occur of the third anniversary of the Termination Date or the stated expiration of such award (the Cash Severance and accelerated vesting, collectively, the “Severance”), provided that no such accelerating awards shall be exercisable prior to period following the date on which the Employee’s executed release becomes irrevocable. Each payment under this Section 5(a) shall be treated as a separate payment for purposes of Code Section 409A (together with the regulations and other official guidance promulgated thereunder, “Section 409A”). Notwithstanding the foregoing, termination if the 60-day period during which the Cash Severance may be paid spans two calendar years, such payment shall be made in the later such calendar yeardeferral had not been required.

Termination Without Cause or for Good Reason. Live Nation may terminate If the Employee’s employment Employment Period is terminated by the Company Group without Cause or by Executive as a result of a resignation for Good Reason, in addition to the Accrued Benefits, Executive shall be entitled to receive (1) continuation of the Base Salary (as defined belowin effect immediately prior to termination of employment) for a period of twelve (12) months following the date of termination (but subject to the immediately following paragraph) in accordance with the payroll schedule in effect at the time; (2) the Annual Bonus for the calendar year immediately preceding the year of termination to the extent earned in full and unpaid as of the effective date of such termination; and (3) if Executive timely and properly elects to continue participation in any group medical, dental, vision and/or prescription drug plan benefits to which Executive and/or Executive’s eligible dependents would be entitled under 29 U.S.C. § 1161 et seq. (commonly known as “COBRA”) following the termination of the Employment Period, then Executive shall be entitled to continuation of group health plan benefits, with the cost of the regular premium for such benefits shared in the same relative proportion by the Company Group and Executive as in effect on the date of termination until the earliest of (A) the expiration of the twelve (12) month period following the date of termination; (B) the expiration of Executive’s continuation coverage under COBRA; and (C) the date of commencement of any employment or self-employment in which comparable benefits are available to the Employee Executive as a result of such employment or self-employment (items (1) through (3) collectively, the “Severance Benefits”); provided, however, that the Company Group’s obligation to provide the Severance Benefits to Executive pursuant to this Section 4(b)(ii) shall be conditioned upon Executive’s execution and the irrevocability of a release in a form acceptable to the Company within thirty (30) days (or 60 days if the termination was a “group termination” for purposes of the age discrimination laws) after Executive’s last day of employment with the Company Group (the “Release”). Executive shall not be entitled to any other salary, compensation or other benefits after termination of the Employment Period, except as specifically provided for in the Company Group’s employee benefit plans, the post-termination exercise period applicable to options that have vested as of the date of termination provided in any option agreement or as otherwise expressly required by applicable law. Notwithstanding the foregoing, nothing in this Section 4(b)(ii) shall be construed to affect Executive’s right to receive the COBRA continuation entirely at Executive’s own cost to the extent that Executive may terminate continue to be entitled to the EmployeeCOBRA continuation after Executive’s employment for Good Reason (as defined belowright to cost-sharing under the Severance Benefits ceases. Any Severance Payments payable pursuant to this Section 4(b)(ii) at any time shall not be paid until the first scheduled payment date following the date the Release is executed and no longer subject to revocation, with the first such payment being in an amount equal to the total amount to which Executive would otherwise have been entitled during the Term. If period following the Employee experiences date of termination if such deferral had not been required; provided, however, that any such amounts that constitute nonqualified deferred compensation within the meaning of Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (“Section 409A”) shall not be paid until the first payroll after the 60th day following such termination to the extent necessary to avoid adverse tax consequences under Section 409A, and, if such payments are required to be so deferred, the first payment shall be in an amount equal to the total amount to which Executive would otherwise have been entitled during the period following the date of termination if such deferral had not been required; provided further that, if Executive is a “separation from servicespecified employee” (within the meaning of Section 409A(a)(2)(A)(i409A, any Severance Payments payable to Executive under this Section 4(b)(ii) of during the Internal Revenue Code of 1986, as amended (the “Code”), six months and Treasury Regulation Section 1.409A-1(h)) (a “Separation from Service”) due to the termination of the Employee’s employment by Live Nation without Cause or the Employee’s termination of the Employee’s employment for Good Reason, Live Nation shall promptly or, in the case of obligations described in clause (iv) below, as such obligations become due, pay or provide to the Employee, (i) the Employee’s earned but unpaid Base Salary accrued through one day following the date of termination pursuant to this Section 4(b)(ii) that constitute nonqualified deferred compensation within the meaning of Section 409A shall not be paid until the date that is six (6) months and one day following such Separation from Service (termination to the “Termination Date”)extent necessary to avoid adverse tax consequences under Section 409A, (ii) accrued but unpaid vacation time through the Termination Dateand, if any, (iii) reimbursement of any business expenses incurred by the Employee prior to the Termination Date that such payments are reimbursable under Section 3(e) above, (iv) any vested benefits and other amounts due to the Employee under any plan, program or policy of Live Nation, (v) subject to Section 5(e) below, a pro-rated Bonus for the calendar year in which the Termination Date occurs and (vi) any Bonus required to be paid to the Employee pursuant to this Agreement for any calendar year of Live Nation ending prior to the Termination Date, to the extent payable, but not previously paid (togetherso deferred, the “Accrued Obligations”). In addition, subject to Sections 5(e) and 7(b) below and the Employee’s execution and non-revocation of a binding release payment shall be in accordance with Section 5(f) below, in the event of the Employee’s Separation from Service with Live Nation by reason of a termination by Live Nation without Cause or a termination by the Employee for Good Reason, Live Nation shall (i) pay to the Employee, within 60 days of the Employee’s Termination Date (with the exact payment date to be determined by Live Nation in its sole discretion), except as set forth in the proviso to this clause, a lump-sum cash payment (less appropriate payroll deductions) an amount equal to the Employee’s then-current Base Salary times total amount to which Executive would otherwise have been entitled to during the greater of (a) the number of full months remaining in the Term as of the Termination Date, divided by 12, or (b) two (in either case, the “Cash Severance”); and (ii) accelerate the vesting and lapsing of restrictions on all unvested or restricted equity awards awarded to the Employee prior to the Employee’s Termination Date, and, to the extent applicable, all such awards shall remain exercisable until the earlier to occur of the third anniversary of the Termination Date or the stated expiration of such award (the Cash Severance and accelerated vesting, collectively, the “Severance”), provided that no such accelerating awards shall be exercisable prior to period following the date on which the Employee’s executed release becomes irrevocable. Each payment under this Section 5(a) shall be treated as a separate payment for purposes of Code Section 409A (together with the regulations and other official guidance promulgated thereunder, “Section 409A”). Notwithstanding the foregoing, termination if the 60-day period during which the Cash Severance may be paid spans two calendar years, such payment shall be made in the later such calendar yeardeferral had not been required.

Termination Without Cause or for Good Reason. Live Nation may terminate In the Employee’s employment without Cause (as defined below) or the Employee may terminate the Employee’s employment for Good Reason (as defined below) at any time event that during the Term. If Employment Term the Employee experiences a “separation from service” (within Executive's employment is terminated by the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury Regulation Section 1.409A-1(h)) (a “Separation from Service”) due to the termination of the Employee’s employment by Live Nation Company without Cause or by the Employee’s termination of the Employee’s employment Executive for Good Reason, Live Nation the Company shall promptly or, in the case of obligations described in clause (iv) below, as such obligations become due, pay or provide to the EmployeeExecutive the sum of the following amounts: (A) for a period of six months following the date of termination, the reasonable costs associated with executive outplacement services for the Executive, such reimbursement to be made promptly upon presentation by the Executive of receipts for such services, (iB) all amounts fully earned and accrued pursuant to the Employee’s earned terms of this Agreement, but unpaid Base Salary accrued hereunder through the date of such Separation from Service (the “Termination Date”), (ii) accrued but unpaid vacation time through the Termination Datetermination, if any, in respect of Salary, Annual Bonus, Recovery Bonus (iii) reimbursement for purposes of any business expenses incurred by clarity, the Employee prior to the Termination Date that are reimbursable under Section 3(e) above, (iv) any vested benefits and other amounts due to the Employee under any plan, program or policy of Live Nation, (v) subject to Section 5(e) below, a pro-rated Recovery Bonus for the calendar year in which the Termination Date occurs and (vi) any Bonus required to shall only be paid to the Employee Executive pursuant to this Agreement Section 6(g)(i)(B) if the Executive's employment is terminated by the Company without Cause or by the Executive for any calendar year of Live Nation ending Good Reason on or after the Effective Date, but prior to the Termination Date, date the Recovery Bonus is paid to the extent payableExecutive), but not previously paid Timing Bonus (togetherfor purposes of clarity, the “Accrued Obligations”). In addition, subject Timing Bonus shall only be paid to Sections 5(ethe Executive pursuant to this Section 6(g)(i)(B) and 7(b) below and if the Employee’s execution and non-revocation of a binding release in accordance with Section 5(f) below, in Executive's employment is terminated by the event of the Employee’s Separation from Service with Live Nation by reason of a termination by Live Nation Company without Cause or a termination by the Employee Executive for Good Reason, Live Nation shall (i) pay to the Employee, within 60 days of the Employee’s Termination Date (with the exact payment date to be determined by Live Nation in its sole discretion), except as set forth in the proviso to this clause, a lump-sum cash payment (less appropriate payroll deductions) equal to the Employee’s then-current Base Salary times the greater of (a) the number of full months remaining in the Term as of the Termination Date, divided by 12, Reason on or (b) two (in either case, the “Cash Severance”); and (ii) accelerate the vesting and lapsing of restrictions on all unvested or restricted equity awards awarded to the Employee prior to the Employee’s Termination Date, and, to the extent applicable, all such awards shall remain exercisable until the earlier to occur of the third anniversary of the Termination Date or the stated expiration of such award (the Cash Severance and accelerated vesting, collectively, the “Severance”), provided that no such accelerating awards shall be exercisable prior to after the date on which the Employee’s executed release becomes irrevocable. Each payment under this Section 5(a) shall be treated as a separate payment for purposes of Code Section 409A (together Company's Chapter 11 Plan is filed with the regulations Bankruptcy Court, but prior to the date the Timing Bonus is paid to the Executive), and unreimbursed expenses, and (C) continuation of Executive's Salary (less any applicable withholding or similar taxes) at the rate in effect hereunder on the date of termination, in accordance with the Company's prevailing payroll practices, for a period of twenty four (24) months following the date of termination (the "Severance Term") and continuation for the Severance Term of any health or other official guidance promulgated thereunderinsurance benefits provided to the Executive (and/or his covered dependents) as of the date of termination, “in accordance with Section 409A”)3(c) hereof. Notwithstanding any other provision in this Agreement or the foregoingterms of any severance plan or policy maintained by the Company or its affiliates to the contrary, if the 60-day period during which Company pays the Cash Severance may Executive the severance benefit as provided in this Section 6(g)(i)(C), the Executive shall not be paid spans two calendar years, such entitled to receive any other payments or benefits under any other severance or similar plan maintained by the Company or its affiliates. Any payment made with respect to the Timing Bonus and/or Recovery Bonus pursuant to this Agreement shall be made in the later such calendar yearwithout duplication.

Termination Without Cause or for Good Reason. Live Nation may terminate the EmployeeExcept as otherwise provided in Section 4(d), if Executive’s employment is terminated by the Company without Cause pursuant to Section 3(a)(iv) or by Executive for Good Reason pursuant to Section 3(a)(vi) then, subject to Executive signing on or before the 50th day following Executive’s Separation from Service (as defined below) or ), and not revoking, a release of claims and separation agreement in the Employee may terminate the EmployeeCompany’s employment for Good Reason (as defined below) at any time during the Term. If the Employee experiences a “separation from service” (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986customary form, as amended may be updated from time to time (the “CodeRelease”), and Treasury Regulation Section 1.409A-1(h)) (a “Separation from Service”) due to the termination of the EmployeeExecutive’s employment by Live Nation without Cause or the Employee’s termination of the Employee’s employment for Good Reasoncontinued compliance with Sections 5 - 7, Live Nation Executive shall promptly orreceive, in addition to payments and benefits set forth in Section 3(c), the case of obligations described in clause (iv) below, as such obligations become due, pay or provide to the Employee, following benefits: (i) The Company shall pay to Executive an amount equal to the Employee’s earned but unpaid lesser of (x) one (1) times the sum of (A) the Annual Base Salary accrued through plus (B) the date Target Bonus, each in the full amount as in effect at such time, payable over twelve (12) months; or (y) the sum of (A) the Annual Base Salary plus (B) the Target Bonus, each as in effect at such time and prorated for the number of remaining days of employment in the initial Term or any extended Term (measured from the commencement of such Separation from Service (the “Termination Date”extended Term), (ii) accrued but unpaid vacation time through as applicable, payable over the Termination Date, if any, (iii) reimbursement remainder of any business expenses incurred by the Employee prior to the Termination Date that are reimbursable under Section 3(e) above, (iv) any vested benefits and other amounts due to the Employee under any plan, program or policy of Live Nation, (v) subject to Section 5(e) below, a pro-rated Bonus for the calendar year such Term; in which the Termination Date occurs and (vi) any Bonus required to be paid to the Employee pursuant to this Agreement for any calendar year of Live Nation ending prior to the Termination Date, to the extent payable, but not previously paid (together, the “Accrued Obligations”). In addition, subject to Sections 5(e) and 7(b) below and the Employee’s execution and non-revocation of a binding release each case in equal installments in accordance with Section 5(f) below, in the event of the EmployeeCompany’s Separation from Service with Live Nation by reason of a termination by Live Nation without Cause or a termination by the Employee for Good Reason, Live Nation shall (i) pay to the Employee, within 60 days of the Employee’s Termination Date (with the exact payment date to be determined by Live Nation in its sole discretion), except as set forth in the proviso to this clause, a lump-sum cash payment (less appropriate regular payroll deductions) equal to the Employee’s then-current Base Salary times the greater of (a) the number of full months remaining in the Term as of the Termination Date, divided by 12, or (b) two (in either case, the “Cash Severance”)practice; and (ii) accelerate the vesting and lapsing of restrictions on all unvested or restricted equity awards awarded to the Employee prior to the Employee’s Termination Date, and, to the extent applicable, all such awards shall remain exercisable until the earlier to occur of the third anniversary of the Termination Date or the stated expiration of such award (the Cash Severance and accelerated vesting, collectively, the “Severance”), provided that no such accelerating awards shall be exercisable prior to the date on which the Employee’s executed release becomes irrevocable. Each payment under this Section 5(a) shall be treated as a separate payment for purposes of Code Section 409A (together with the regulations and other official guidance promulgated thereunder, “Section 409A”). Notwithstanding the foregoing, if the 60-day period during which the Cash Severance may be paid spans two calendar years, first such payment shall be made within sixty (60) days following the Date of Termination on the first regularly scheduled payroll date of the Company following the date the Release becomes nonrevocable and shall include all payments that would have otherwise been made to Executive had the payments commenced on the Date of Termination; (ii) The Company shall pay to Executive a cash lump sum an amount equal to the premiums Executive would have been required to pay to continue Executive’s and Executive’s covered dependents’ medical, dental and vision coverage in effect on the later such calendar year.Date of Termination under the Company’s group healthcare plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), for the number of months following the Date of Termination over which the payments set forth in Section 4(c)(i) are made, which amount shall be based on the premium for the first month of COBRA coverage and shall be paid, regardless of whether or not Executive elects COBRA continuation coverage, within sixty (60) days following the Date of Termination on the first regularly scheduled payroll date of the Company following the date the Release becomes nonrevocable; and 6

Termination Without Cause or for Good Reason. Live Nation may terminate In the event that the Company terminates Employee’s employment hereunder without Cause Cause, or the Employee terminates his employment with Good Reason, then conditioned upon Employee executing a Release (as defined below) or following such termination, the Company will provide to Employee may terminate the Employee’s employment for Good Reason following separation benefits (as defined below) at any time during the Term. If the Employee experiences a “separation from service” (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986collectively, as amended (the “CodeSeparation Benefits”), and Treasury Regulation Section 1.409A-1(h)) (a “Separation from Service”) due to the termination of the Employee’s employment by Live Nation without Cause or the Employee’s termination of the Employee’s employment for Good Reason, Live Nation shall promptly or, in the case of obligations described in clause (iv) below, as such obligations become due, pay or provide to the Employee, ): (i) the Employee’s earned but unpaid Base Salary accrued through the date continued payment of such Separation from Service (the “Termination Date”), (ii) accrued but unpaid vacation time through the Termination Date, if any, (iii) reimbursement of any business expenses incurred by the Employee prior to the Termination Date that are reimbursable under Section 3(e) above, (iv) any vested benefits and other amounts due to the Employee under any plan, program or policy of Live Nation, (v) subject to Section 5(e) below, a pro-rated Bonus for the calendar year in which the Termination Date occurs and (vi) any Bonus required to be paid to the Employee pursuant to this Agreement for any calendar year of Live Nation ending prior to the Termination Date, to the extent payable, but not previously paid (together, the “Accrued Obligations”). In addition, subject to Sections 5(e) and 7(b) below and the Employee’s execution and non-revocation of a binding release in accordance with Section 5(f) below, in the event of the Employee’s Separation from Service with Live Nation by reason of a termination by Live Nation without Cause or a termination by the Employee for Good Reason, Live Nation shall (i) pay to the Employee, within 60 days of the Employee’s Termination Date (with the exact payment date to be determined by Live Nation in its sole discretion), except as set forth in the proviso to this clause, a lump-sum cash payment (less appropriate payroll deductions) equal to the Employee’s then-current Base Salary times the greater for a period of six (a6) the number of full months remaining in the Term as of the Termination Date, divided by 12, or (b) two (in either case, the “Cash Severance”)months; and (ii) accelerate accelerated vesting of the vesting and lapsing then-unvested portion of restrictions on all unvested or restricted equity awards awarded the Option in its entirety. The Separation Benefits are conditioned upon Employee executing a general release of claims in a form acceptable to the Company (the “Release”) within the time specified therein, which Release is not revoked within any time period allowed for revocation under applicable law. The salary continuation described in clause (i) above will be payable to Employee prior to over time in accordance with the Company’s payroll practices and procedures beginning on the sixtieth (60th) day following the termination of Employee’s Termination Dateemployment with the Company, and, to and the extent applicable, all such awards shall remain exercisable until accelerated vesting described in clause (ii) above will occur on the earlier to occur sixtieth (60th) day following the termination of the third anniversary of the Termination Date or the stated expiration of such award (the Cash Severance and accelerated vesting, collectively, the “Severance”), provided that no such accelerating awards shall be exercisable prior to the date on which the Employee’s executed release becomes irrevocable. Each payment under this Section 5(a) shall be treated as a separate payment for purposes of Code Section 409A (together employment with the regulations and other official guidance promulgated thereunder, “Section 409A”)Company. Notwithstanding the foregoing, if Employee is entitled to receive the 60-day period during which salary continuation described in clause (i) above but violates any provisions of the Cash Severance PIA after termination of employment, the Company will be entitled to immediately stop paying any further installments of such salary continuation, in addition to any other remedies that may be paid spans two calendar yearsavailable to the Company in law or at equity. For avoidance of doubt, such payment shall be made the termination of Employee’s employment as a result of his death or disability (meaning the inability of Employee, due to the condition of his physical, mental or emotional health, effectively to perform the essential functions of his job with or without reasonable accommodation for a continuous period of more than 90 days or for 90 days in any period of 180 consecutive days, as determined by the later such calendar yearCompany in its sole discretion) will not constitute a termination without Cause triggering the rights described in this Section 7(b).

Termination Without Cause or for Good Reason. Live Nation may terminate Subject to Section 18, if the Employee’s Executive's employment without Cause is terminated: (as defined belowi) by the Company other than for Cause, death or Disability, or (ii) by the Employee may terminate the Employee’s employment Executive for Good Reason (as defined belowabove), the Executive shall be entitled to receive a lump sum cash payment specified herein (the "Severance Payment"), provided that (A) the Executive has executed and delivered to the Company (no later than the thirtieth (30th) day following the date on which his employment terminated), and has not revoked, a general release of the Company and its affiliates in a form reasonably satisfactory to the Company in the form attached hereto as Schedule C (to be updated at any the time during of termination of employment to reflect the Term. If terms of this Agreement) and (B) the Employee experiences a “separation from service” (within Executive is in compliance with the meaning requirements of Section 409A(a)(2)(A)(i4. The Severance Payment shall be paid, less applicable taxes, on the thirtieth (30th) day following the date on which the Executive's employment terminated (or such later date as may be required by Section 18). The Severance Payment shall be equal to the amount of Executive's Annual Base Salary in effect as of the Internal Revenue Code date of 1986termination of employment with the Company. Subject to the execution, delivery and nonrevocation of a general release as amended required herein, in addition to the Severance Payment, the Executive shall be entitled to receive a bonus for the year in which the termination of employment occurs. The amount of such bonus shall be determined and payable as if Executive continued employment for the applicable year, in accordance with Schedule A. Subject to the Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act (the “CodeCOBRA”), and Treasury Regulation Section 1.409A-1(h)the Company shall reimburse the Executive the cost of such continuation coverage for the twelve (12) (a “Separation from Service”) due to month period following the date of your termination of employment. Further, the Employee’s employment by Live Nation without Cause or the Employee’s termination of the Employee’s employment for Good Reason, Live Nation Executive shall promptly or, in the case of obligations described in clause (iv) below, as such obligations become due, pay or provide be entitled to the Employee, (i) the Employee’s earned but unpaid all Annual Base Salary and all Benefits accrued through the date of such Separation from Service termination (the “Termination Date”less applicable taxes), (ii) any bonus owed and not yet paid for the year prior to termination of employment, any accrued but unused vacation, and any vested and earned but unpaid vacation time through awards under the Termination DateCompany's stock incentive plans and other stock or incentive awards as set forth in such plans or as set forth in this Agreement. Such accrued compensation shall be paid in accordance with the Company's ordinary payment practices and, if anyin any event, (iii) reimbursement of any business expenses incurred by the Employee on or prior to the Termination Date that are reimbursable under Section 3(efifteenth (15th) above, day of the third (iv3rd) any vested benefits and other amounts due to calendar month following the Employee under any plan, program or policy end of Live Nation, (v) subject to Section 5(e) below, a pro-rated Bonus for the calendar year in which the Termination Date occurs and (vi) any Bonus required to be paid to the Employee pursuant to this Agreement for any calendar year date of Live Nation ending prior to the Termination Date, to the extent payable, but not previously paid (together, the “Accrued Obligations”). In addition, subject to Sections 5(e) and 7(b) below and the Employee’s execution and non-revocation of a binding release in accordance with Section 5(f) below, in the event of the Employee’s Separation from Service with Live Nation by reason of a termination by Live Nation without Cause or a termination by the Employee for Good Reason, Live Nation shall (i) pay to the Employee, within 60 days of the Employee’s Termination Date (with the exact payment date to be determined by Live Nation in its sole discretion), except as set forth in the proviso to this clause, a lump-sum cash payment (less appropriate payroll deductions) equal to the Employee’s then-current Base Salary times the greater of (a) the number of full months remaining in the Term as of the Termination Date, divided by 12, or (b) two (in either case, the “Cash Severance”); and (ii) accelerate the vesting and lapsing of restrictions on all unvested or restricted equity awards awarded to the Employee prior to the Employee’s Termination Date, and, to the extent applicable, all such awards shall remain exercisable until the earlier to occur of the third anniversary of the Termination Date or the stated expiration of such award (the Cash Severance and accelerated vesting, collectively, the “Severance”), provided that no such accelerating awards shall be exercisable prior to the date on which the Employee’s executed release becomes irrevocable. Each payment under this Section 5(a) shall be treated as a separate payment for purposes of Code Section 409A (together with the regulations and other official guidance promulgated thereunder, “Section 409A”). Notwithstanding the foregoing, if the 60-day period during which the Cash Severance may be paid spans two calendar years, such payment shall be made in the later such calendar yearoccurs.

Termination Without Cause or for Good Reason. Live Nation may terminate Subject to Section 22, if on or prior to the Employeeexpiration of the Contract Term the Executive’s employment without is terminated (i) by the Company or the Partnership other than for Cause (as defined belowabove) or (ii) by the Employee may terminate the EmployeeExecutive’s employment resignation for Good Reason (as defined above), the Executive shall be entitled to the Accrued Compensation (as defined below) at any time during and the Term. If the Employee experiences Company shall also pay a “separation from service” (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended lump sum cash payment (the “CodeSeverance Payment”) to the Executive within 30 days after the date of such termination of the Executive’s employment provided that the Executive (x) has executed and delivered to the Company a general release of the Company and its affiliates in the form attached hereto as Exhibit A (the “Release”), and Treasury Regulation Section 1.409A-1(h)) (a “Separation from Service”) due has not revoked the Release, prior to the termination expiration of the Employee’s employment by Live Nation without Cause or the Employee’s termination of the Employee’s employment for Good Reasonsuch 30-day period, Live Nation shall promptly or, in the case of obligations described in clause and (iv) below, as such obligations become due, pay or provide to the Employee, (iy) the Employee’s earned but unpaid Base Salary accrued through Executive is in compliance with the date requirements of such Separation from Service (the “Termination Date”Sections 4(a), (iic) accrued but unpaid vacation time through and (d) and in material compliance with Sections 4(b) and (e). Except as otherwise required by Section 22(b), the Termination DateSeverance Payment shall be paid on the first business day following the date on which the Release becomes irrevocable, or if any, (iii) reimbursement of any business expenses incurred by the Employee prior to 30-day period ends in the Termination Date that are reimbursable under Section 3(e) above, (iv) any vested benefits and other amounts due to the Employee under any plan, program or policy of Live Nation, (v) subject to Section 5(e) below, a pro-rated Bonus for calendar year next following the calendar year in which the Termination Date occurs Executive’s employment so terminates, on the first business day of such following calendar year after the Release has become irrevocable. The Severance Payment shall be equal to 300% of the sum of (A) the Executive’s Annual Base Salary and (viB) any his Deemed Annual Bonus required to be paid to for the Employee pursuant to this Agreement for any calendar year of Live Nation ending prior to Contract Year in which the Termination Date, to the extent payable, but not previously paid (together, the “Accrued Obligations”)termination occurs. In addition, subject to Sections 5(e) and 7(b) below Section 22, the Partnership and the EmployeeCompany shall (pursuant to Company and/or Partnership benefit plans or otherwise) continue to provide all health and welfare Benefits the Executive and his eligible dependents were participating in immediately prior to the Executive’s execution termination of employment at such level and non-revocation terms and conditions as in effect on the date of a binding release in accordance with Section 5(ftermination (“Continued Coverage”) below, in for each Contract Year through the event end of the Employee’s Separation from Service with Live Nation by reason Contract Term as if the Executive had continued to remain employed through the last day of a the Contract Term; provided that if the remaining Contract Term is less than 18 months, the Executive and his eligible dependents shall be entitled to no less than 18 months of Continued Coverage at the same cost the Executive was paying for such coverage immediately prior to his termination by Live Nation without Cause date. For the avoidance of doubt, the parties acknowledge and agree that for the purpose of the foregoing sentence “health and welfare Benefits” shall not include any 401(k) plan or a termination by other retirement plan, or any employee equity or incentive awards (but Executive may still be eligible to receive equity awards during the Employee for Good Reason, Live Nation shall (i) pay Continued Coverage period to the Employee, within 60 days extent he is otherwise eligible in his capacity as a member of the Employee’s Termination Date (with the exact payment date to be determined by Live Nation Board of Directors). Notwithstanding anything else in its sole discretionthis Section 8(a), except the Company and/or the Partnership shall not be required to provide any Continued Coverage with respect to disability insurance unless the Company or the Partnership is able to purchase a policy covering the Executive on a commercially reasonable basis. If and to the extent necessary in order for the Executive to avoid being subject to tax under Section 105(h) of the Code on any payment and/or reimbursement of any health care expenses made to him or his eligible dependents or for his or their benefit pursuant to the preceding sentence the Company shall impute as set forth in taxable income to the proviso to this clause, a lump-sum cash payment (less appropriate payroll deductions) Executive an amount equal to the Employeeexcess of (x) the full actuarial cost of the health care benefit coverages provided to him and his dependents thereunder over (y) the portion of such total cost paid for by the Executive or dependents for such period during which such coverages are provided. For these purposes, the Executive’s then-current Base Salary times “Deemed Annual Bonus for the Contract Year” shall be the greater of (ai) the number of full months remaining Annual Bonus earned by the Executive with respect to the calendar year immediately preceding the Contract Year in which the Term as of Executive’s employment terminates (including any year under the Termination DateExisting Employment Contract, divided by 12if applicable), or (bii) two the average of the Annual Bonuses (if any) earned by the Executive with respect to the three calendar years immediately preceding the Contract Year in either casewhich the Executive’s employment terminates (including any year under the Existing Employment Contract, if applicable). Upon any termination under this Section 8(a), the “Cash Severance”); and Executive’s equity and/or long-term incentive awards which vest based solely on the passage of time (ii) accelerate the vesting and lapsing including any common shares or other equity issued or issuable upon achievement of restrictions any applicable performance goals achieved on all unvested or restricted equity awards awarded to the Employee prior to the Employee’s Termination Date, and, to the extent applicable, all such awards shall remain exercisable until the earlier to occur of the third anniversary of the Termination Date or the stated expiration of such award (the Cash Severance and accelerated vesting, collectively, the “Severance”), provided that no such accelerating awards shall be exercisable prior to the date of termination, including, without limitation, with respect to the Notional Unit Awards) shall fully vest as of the date of termination (including any accrued and unvested dividends thereon) and the transfer and/or sale restrictions on which such equity awards shall also lapse as of the Employee’s executed release becomes irrevocabledate of termination. Each payment In addition, upon any termination under this Section 5(a) 8(a), any equity awards and/or long-term incentive awards for which the performance goals remain outstanding shall vest and be treated as a separate payment for purposes of Code Section 409A (together paid and/or delivered in accordance with the regulations applicable award agreement; provided that in all events the Executive shall vest into no less than the number of units or shares the Executive would have received under the applicable award agreement if he remained employed indefinitely multiplied by a fraction the numerator of which is number of days the Executive was employed during the performance period and other official guidance promulgated thereunder, “Section 409A”). Notwithstanding the foregoing, if denominator is the 60-day period during which the Cash Severance may be paid spans two calendar years, such payment shall be made number of days in the later such calendar yearperformance period.

Termination Without Cause or for Good Reason. Live Nation may terminate In the event that the Term and Employee’s employment without Cause (as defined below) or the Employee may terminate the Employee’s employment for Good Reason (as defined below) at any time during the Term. If the Employee experiences a “separation from service” (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury Regulation Section 1.409A-1(h)) (a “Separation from Service”) due to the termination of the Employee’s employment hereunder is terminated by Live Nation Employer without Cause or the Employee’s termination of the Employee’s employment by Employee for Good Reason, Live Nation Employee shall promptly or, in the case of obligations described in clause be entitled to receive (iva) below, as such obligations become due, pay or provide to the Employee, (i) the Employee’s earned but accrued and unpaid Base Salary accrued through the date of termination of employment, (b) notwithstanding anything herein or in any bonus or incentive agreement, arrangement, plan, policy or program to the contrary, the payment by Employer of the aggregate amount of unpaid Annual Bonuses, if applicable, in respect of any fiscal year preceding the fiscal year in which the termination of employment occurs, (c) an amount equal to the Target Bonus for the fiscal year in which the termination of employment occurs multiplied by a fraction, the numerator of which is the number of days that have elapsed from the commencement of the fiscal year in which such termination occurs through the date of such Separation from Service termination and the denominator of which is 365 (the “Termination DateBonus Severance”), (iid) accrued but unpaid vacation time through the Termination Datereimbursement, if anywithin thirty (30) days following submission by Employee to Employer of appropriate supporting documentation, (iii) reimbursement of for any unreimbursed business expenses properly incurred by the Employee in accordance with Employer’s policy prior to the Termination Date that date of Employee’s termination of employment; provided claims for such reimbursement (accompanied by appropriate supporting documentation) are reimbursable under Section 3(esubmitted to Employer within ninety (90) abovedays following the date of Employee’s termination of employment, (ive) any vested all amounts and benefits and other amounts then or thereafter due to the Employee under the applicable terms of any applicable plan, program program, award, agreement or policy arrangement (including any equity or equity-based plan, program, award, agreement or arrangement) of Live Nationany member of the Employer Group in accordance with the terms and conditions of any such plan, program, award, agreement or arrangement, and (vf) subject payment of an amount equal to Section 5(ethe Base Salary, payable by Employer as if Employee had remained employed through the remainder of the Term (the “Salary Severance,” and collectively with the Bonus Severance, the “Severance Payments”). Such amounts in clause 4.6(a) belowshall be paid in a lump sum within thirty (30) days after the date of Employee’s termination of employment and the amounts in clause 4.6(b) shall be paid in a lump sum within thirty (30) days after the date of Employee’s termination other than with respect to any Annual Bonus in respect of the year immediately prior to the year in which the termination occurs, which Annual Bonus will be paid at such time as such Annual Bonus is otherwise paid to similarly situated senior executives, but in no event later than March 15 of the year of termination. In order to receive the Severance Payments, Employee must first execute and deliver a prorelease of claims in the form attached hereto as Exhibit B (the “Mutual Release”) within sixty (60) days after the date of termination of Employee’s employment (such 60-rated day period, the “Release Period”), and must not revoke the Mutual Release within seven (7) days of signing it (the “Revocation Period”). Employer will also execute the Mutual Release within ten (10) days of receiving it, and return an executed original to Employee. The Bonus for Severance shall be made in a lump sum cash payment within ten (10) days following the date on which Employee has executed (and not timely revoked) the Mutual Release but in no event later than March 15 of the calendar year following the calendar year in which the Termination Date termination occurs (the “Severance Commencement Date”) and the Salary Severance shall be paid ratably in monthly installments over the twelve- (vi12-) any Bonus required month period following termination of employment with the first such installment to be paid no later than the Severance Commencement Date (which installment shall include any installment of the Salary Severance that would have otherwise been paid to Employee prior to such date absent the requirement to execute the Mutual Release assuming for these purposes that installments are paid on the day of each month that corresponds to the Employee date of termination) and the remaining installments to be paid during the remaining portion of such 12 month period on the day that corresponds to the date of termination with the final installment to be paid on the first anniversary of such termination date; provided, that, if the Release Period together with the Revocation Period spans across two calendar years, the Bonus Severance will be paid and the first installment of the Salary Severance will commence, in each case, on the first business day of the second calendar year if such date is later than the date on which such payment would otherwise have been made pursuant to this Agreement for Subsection 4.6 absent this proviso and the first installment of the Salary Severance shall include any calendar year installment of Live Nation ending the Salary Severance that would have otherwise been paid to Employee prior to such date absent this proviso (with any remaining installments paid on the Termination Date, day of each month that corresponds to the extent payable, but not previously paid (togetherdate of termination). Notwithstanding anything to the contrary, the “Accrued Obligations”). In addition, subject to Sections 5(e) and 7(b) below and the Employee’s execution and non-revocation of a binding release in accordance with Section 5(f) below, Severance Payments shall immediately cease in the event that a duly appointed arbitrator determines that Employee has materially breached any of the covenants set forth in Sections 7 or 8 of this Agreement or Schedule E to the Award Agreement. In the event of any termination of the Term and Employee’s Separation from Service with Live Nation employment hereunder by reason of a termination by Live Nation Employer without Cause or a termination by the Employee for Good Reason, Live Nation Employee shall (i) pay be deemed to the Employee, within 60 days of the Employee’s Termination Date (have resigned all positions held with the exact payment date to be determined by Live Nation in its sole discretion), except as set forth in the proviso to this clause, a lump-sum cash payment (less appropriate payroll deductions) equal to the Employee’s then-current Base Salary times the greater of (a) the number of full months remaining in the Term Employer Group as of the Termination Date, divided by 12, or (b) two (in either case, the “Cash Severance”); and (ii) accelerate the vesting and lapsing of restrictions on all unvested or restricted equity awards awarded to the Employee prior to the Employee’s Termination Date, and, to the extent applicable, all such awards shall remain exercisable until the earlier to occur of the third anniversary of the Termination Date or the stated expiration date of such award (the Cash Severance and accelerated vesting, collectively, the “Severance”), provided that no such accelerating awards shall be exercisable prior to the date on which the Employee’s executed release becomes irrevocable. Each payment under this Section 5(a) shall be treated as a separate payment for purposes termination of Code Section 409A (together with the regulations and other official guidance promulgated thereunder, “Section 409A”). Notwithstanding the foregoing, if the 60-day period during which the Cash Severance may be paid spans two calendar years, such payment shall be made in the later such calendar yearemployment.

Termination Without Cause or for Good Reason. Live Nation may terminate If Executive's employment is terminated by the Employee’s employment without Cause (as defined below) or the Employee may terminate the Employee’s employment for Good Reason (as defined below) at any time during the Term. If the Employee experiences a “separation from service” (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury Regulation Section 1.409A-1(h)) (a “Separation from Service”) due to the termination of the Employee’s employment by Live Nation Company without Cause or the Employee’s termination of the Employee’s employment by Executive for Good Reason, Live Nation shall promptly or, in the case Executive will be entitled to: payment of obligations described in clause (iv) below, as such obligations become due, pay or provide to the Employee, (i) the Employee’s earned all accrued and unpaid Annual Salary and accrued but unpaid Base Salary accrued unused vacation days through the date of such Separation from Service (the “Termination Date”), (ii) accrued but unpaid vacation time through the Termination Date, if any, (iii) reimbursement termination; payment of any business expenses incurred by the Employee prior Annual Bonus payable with respect to the Termination Date that are reimbursable under Section 3(e) above, (iv) any vested benefits and other amounts due to the Employee under any plan, program or policy of Live Nation, (v) subject to Section 5(e) below, a pro-rated Bonus for the calendar year in which the Termination Date occurs and (vi) any Bonus required to be paid to the Employee pursuant to this Agreement for any calendar fiscal year of Live Nation the Company ending prior to the Termination Date, to the extent payable, but not previously paid such termination; continuation of health care coverage for Executive (together, the “Accrued Obligations”). In addition, subject to Sections 5(e) and 7(b) below and the Employee’s execution and non-revocation of a binding release in accordance with Section 5(f) below, in the event of the Employee’s Separation from Service with Live Nation by reason of a termination by Live Nation without Cause or a termination by the Employee for Good Reason, Live Nation shall (i) pay to the Employee, within 60 days of the Employee’s Termination Date (with the exact payment date to be determined by Live Nation in its sole discretion), except as set forth in the proviso to this clause, a lump-sum cash payment (less appropriate payroll deductions) equal to the Employee’s then-current Base Salary times the greater of (a) the number of full months remaining in the Term as of the Termination Date, divided by 12, or (b) two (in either case, the “Cash Severance”); and (ii) accelerate the vesting and lapsing of restrictions on all unvested or restricted equity awards awarded to the Employee prior to the Employee’s Termination Date, and, to the extent applicable, all such awards shall remain exercisable until the earlier to occur of the third anniversary of the Termination Date or the stated expiration of such award (the Cash Severance and accelerated vesting, collectively, the “Severance”), provided that no such accelerating awards shall be exercisable covered immediately prior to the date on of the termination, his spouse and dependents), at the same cost charged to Executive for such coverage immediately prior to Executive's termination, until the earlier of (i) the end of the Severance Period, or (ii) Executive's eligibility for coverage under another employer's group health plan; payment for reasonable executive outplacement services; payment of monthly severance payments for the duration of the Severance Period in an amount equal to (i) one-twelfth of his Annual Salary as of the date of such termination, plus (ii) one-twelfth the Average Annual Bonus, plus (iii) the monthly car allowance specified in Exhibit A; payment of a pro-rata Annual Bonus for the fiscal year of termination, which bonus will be determined by multiplying the Employee’s executed release becomes irrevocableAnnual Bonus opportunity for that fiscal year times (i) the formula set forth in Section 4.1 (b)(iii)(A) by annualizing the Company's earnings through the date of termination, times (ii) a fraction, the numerator of which will be the number of days elapsed in the fiscal year preceding Executive's termination, and the denominator of which will be 365. Each payment under this Section 5(aSuch pro-rata Annual Bonus will be paid within thirty (30) shall be treated days following Executive's termination; accelerated vesting of equity and equity-based incentives and Non-Qualified Plan benefits by crediting Executive, as a separate payment of the termination date, with additional service credit for purposes of Code vesting under each equity and equity-based incentive held by Executive immediately prior to his termination and under each Non-Qualified Plan for a period equal to the greater of (i) the time remaining until the Expiration Date, or (ii) the remainder of the fiscal year in which such termination occurs; and with respect to any options then held by Executive to purchase capital stock of the Company, extension of the post-termination exercise period of such options to 90 days following the end of the Severance Period. The severance benefits described in this Section 409A (together with the regulations and other official guidance promulgated thereunder, “Section 409A”). Notwithstanding the foregoing, if the 60-day period during which the Cash Severance may 6.1 will be paid spans two calendar years, such payment shall be made in lieu of and not in addition to any other severance arrangement maintained by the later such calendar yearCompany.

Termination Without Cause or for Good Reason. Live Nation may terminate If the EmployeeExecutive’s employment and the Employment Term are terminated by the Company without Cause (except by reason of the Executive’s Death or Disability) or by the Executive for Good Reason, the Company shall (i) pay the Executive the Salary earned and unpaid as of the date of termination and provide the Executive the Accrued Benefits, (ii) pay the Executive at the times specified below an aggregate amount equal to two times the sum of (A) his Salary at the date of termination and (B) his target bonus amount in effect for the year of termination, (iii) during the Severance Period (as defined below), continue to provide the Executive coverage under those Company-sponsored welfare benefit plans (other than severance plans) in which he participated immediately prior to such termination, but only to the extent such continued coverage can be provided pursuant to the terms and conditions of any such plan and without adverse tax consequences to the Executive, the Company or any other participant in such plans and subject to the Employee may terminate Executive’s continued payment of any premiums or other amounts for such benefits that he was paying for participation in any such plan immediately prior to such termination, (iv) provide that any outstanding option to purchase Company Stock held by the EmployeeExecutive as of the date of termination and granted to him on or after the Commencement Date (including, but not limited to, the Commencement Option) shall continue to vest in accordance with its regular vesting schedule through the expiration of the Severance Period and shall remain exercisable for one year following the expiration of the Severance Period (or, if less, for the remaining term of such option), after which all such outstanding options shall expire and (v) provide that any restricted stock unit or performance share or performance unit award (including, but not limited to, the Commencement Units) outstanding at the date of Executive’s termination and granted on or after the Commencement Date shall vest as of the date of such termination, to the extent such awards would have become vested in accordance with their regular vesting schedule had the Executive’s employment for Good Reason (as defined below) at any time during continued through the Term. If the Employee experiences a “separation from service” (within the meaning of Section 409A(a)(2)(A)(i) expiration of the Internal Revenue Code of 1986Severance Period, as amended (the “Code”), and Treasury Regulation Section 1.409A-1(h)) (a “Separation from Service”) due to the termination of the Employee’s employment by Live Nation without Cause or the Employee’s termination of the Employee’s employment for Good Reason, Live Nation shall promptly orand, in the case of obligations described in clause (iv) belowany performance shares or performance units, as such obligations become dueassuming that the applicable performance goal had been achieved at target. For purposes of this Section 6.2, pay or provide to the Employee, (i) “Severance Period” shall mean the Employee’s earned but unpaid Base Salary accrued through period commencing on the date of termination and ending on the day before the second anniversary of such Separation from Service (the “Termination Date”)termination date. Except as otherwise expressly provided in Section 6.5, (ii) accrued but unpaid vacation time through the Termination Date, if any, (iii) reimbursement of any business expenses incurred by the Employee prior to the Termination Date that are reimbursable under Section 3(e) above, (iv) any vested benefits and other amounts due to the Employee under any plan, program or policy of Live Nation, (v) subject to Section 5(e) below, a pro-rated Bonus for the calendar year in which the Termination Date occurs and (vi) any Bonus required all payments to be paid to the Employee pursuant to this Agreement for any calendar year of Live Nation ending prior to the Termination Date, to the extent payable, but not previously paid (together, the “Accrued Obligations”). In addition, subject to Sections 5(e) and 7(b) below and the Employee’s execution and non-revocation of a binding release in accordance with Section 5(f) below, in the event of the Employee’s Separation from Service with Live Nation by reason of a termination by Live Nation without Cause or a termination by the Employee for Good Reason, Live Nation shall (i) pay to the Employee, within 60 days of the Employee’s Termination Date (with the exact payment date to be determined by Live Nation in its sole discretion), except as set forth in the proviso to this clause, a lump-sum cash payment (less appropriate payroll deductions) equal to the Employee’s then-current Base Salary times the greater of (a) the number of full months remaining in the Term as of the Termination Date, divided by 12, or (b) two (in either case, the “Cash Severance”); and (ii) accelerate the vesting and lapsing of restrictions made on all unvested or restricted equity awards awarded to the Employee prior to the Employee’s Termination Date, and, to the extent applicable, all such awards shall remain exercisable until the earlier to occur of the third anniversary of the Termination Date or the stated expiration of such award (the Cash Severance and accelerated vesting, collectively, the “Severance”), benefits provided that no such accelerating awards shall be exercisable prior to the date on which the Employee’s executed release becomes irrevocable. Each payment under this Section 5(a) shall be treated as a separate payment for purposes of Code Section 409A (together with the regulations and other official guidance promulgated thereunder, “Section 409A”). Notwithstanding the foregoing, if the 60-day period during which the Cash Severance may be paid spans two calendar years, such payment 6.2 shall be made and benefits provided when such payments or other benefits would have been made or provided if the Executive’s employment had not terminated (e.g., so that the Executive shall be paid the amounts payable in respect of Salary and annual bonus on the later such calendar yearsame basis as though the Executive remained employed by the Company).

Termination Without Cause or for Good Reason. Live Nation may terminate In the Employeeevent the Executive’s employment without Cause (as defined below) or is terminated by the Employee may terminate the Employee’s employment for Good Reason (as defined below) at any time during the Term. If the Employee experiences a “separation from service” (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury Regulation Section 1.409A-1(h)) (a “Separation from Service”) due to the termination of the Employee’s employment by Live Nation Company without Cause or by the Employee’s termination of the Employee’s employment Executive for Good Reason, Live Nation the Executive shall promptly orreceive, subject to the execution and timely return by the Executive of a release of claims in the case of obligations described form to be delivered by the Company, which release shall, by its terms, be irrevocable no later than the sixtieth (60th) day following this employment termination date, the following (a) severance pay in clause an amount equal to the Executive’s Base Salary for twelve (iv12) belowmonths, paid on the Company’s first regular pay date on or after the sixtieth (60th) day following his employment termination date; (b) Executive’s entire Performance Bonus for any calendar year for which Executive has already worked the entire year but the bonus has yet to be paid, payable at the same time as such obligations become due, pay or provide bonuses are payable to other executives under the Employee, Bonus Plan; (ic) the Employee’s earned but unpaid Base Salary accrued through pro rata amount of the date of such Separation from Service (the “Termination Date”)Performance Bonus, (ii) accrued but unpaid vacation time through the Termination Datepaid at 100%, if any, (iii) reimbursement of any business expenses incurred by the Employee prior to the Termination Date that are reimbursable under Section 3(e) above, (iv) any vested benefits and other amounts due to the Employee under any plan, program or policy of Live Nation, (v) subject to Section 5(e) below, a pro-rated Bonus for the calendar year in which his termination of employment occurs (based on the Termination Date number of business days he was actually employed by the Company during the calendar year in which his termination of employment occurs and assuming full achievement of all applicable goals under the Bonus Plan) that he would have received had his employment not been terminated during such year, payable at the same time as such bonuses are payable to other executives under the Bonus Plan; (vid) any Bonus required to be paid fifty percent (50%) of all unvested stock options, shares of restricted stock, restricted stock units, stock appreciation rights, or similar stock-based rights granted to the Employee Executive shall vest and, if applicable, be immediately exercisable and any risk of forfeiture included in such restricted or other stock grants previously made to the Executive shall immediately lapse; and (e) in addition, the Executive may exercise any outstanding stock options or stock appreciation rights until the earlier of (x) the last date on which such stock options or stock appreciation rights could have been exercised pursuant to this Agreement for any calendar year of Live Nation ending prior to the Termination Date, to the extent payable, but not previously paid (together, the “Accrued Obligations”). In addition, subject to Sections 5(e) and 7(b) below and the Employee’s execution and non-revocation of a binding release in accordance with Section 5(f) below, in the event terms of the Employeeapplicable award agreement, irrespective of the Executive’s Separation from Service with Live Nation by reason termination of a employment; and (y) the date that is two (2) years following his employment termination by Live Nation without Cause or a termination by the Employee for date. For purposes of this Agreement, “Good Reason, Live Nation shall (i) pay to the Employee, within 60 days of the Employee’s Termination Date (with the exact payment date to be determined by Live Nation in its sole discretion), except as set forth in the proviso to this clause, a lump-sum cash payment (less appropriate payroll deductions) equal to the Employee’s then-current Base Salary times the greater of ” means termination because of: (a) the number of full months remaining a materially adverse diminution in the Term as of Executive’s role, responsibilities or the Termination Date, divided by 12, compensation set forth herein without the Executive’s consent; or (b) two (in either caseany material breach of this Agreement or other agreement with the Executive. In each such event listed above, the “Cash Severance”); Executive shall give the Company written notice thereof which shall specify in reasonable detail the circumstances constituting Good Reason, and (ii) accelerate the vesting and lapsing of restrictions on all unvested or restricted equity awards awarded to the Employee prior to the Employee’s Termination Date, and, to the extent applicable, all such awards shall remain exercisable until the earlier to occur of the third anniversary of the Termination Date or the stated expiration of such award (the Cash Severance and accelerated vesting, collectively, the “Severance”), provided that no such accelerating awards there shall be exercisable prior no Good Reason with respect to any such circumstances if cured by the date on which the Employee’s executed release becomes irrevocable. Each payment under this Section 5(aCompany within thirty (30) shall be treated as a separate payment for purposes of Code Section 409A (together with the regulations and other official guidance promulgated thereunder, “Section 409A”). Notwithstanding the foregoing, if the 60-day period during which the Cash Severance may be paid spans two calendar years, days after such payment shall be made in the later such calendar yearnotice.

Termination Without Cause or for Good Reason. Live Nation may terminate the Employee’s employment without Cause (as defined below) or the Employee may terminate the Employee’s employment for Good Reason (as defined below) at any time during the Term. If the Employee experiences a “separation from service” (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury Regulation Section 1.409A-1(h)) (a “Separation from Service”) due to the termination of the Employee’s employment by Live Nation without Cause or the Employee’s termination of the Employee’s employment for Good Reason, Live Nation shall promptly or, in the case of obligations described in clause (iv) below, as such obligations become due, pay or provide to the Employee, (i) the Employee’s earned but unpaid Base Salary accrued through the date of such Separation from Service (the “Termination Date”), (ii) accrued but unpaid vacation time through the Termination Date, if any, (iii) reimbursement of any business expenses incurred by the Employee prior to the Termination Date that are reimbursable under Section 3(e) above, (iv) any vested benefits and other amounts due to the Employee under any plan, program or policy of Live Nation, (v) subject to Section 5(e) below, a pro-rated Bonus for the calendar year in which the Termination Date occurs and (vi) any Bonus required to be paid to the Employee pursuant to this Agreement for any calendar year of Live Nation ending prior to the Termination Date, to the extent payable, but not previously paid (together, the “Accrued Obligations”). In addition, subject to Sections 5(e) and 7(b) below and the Employee’s execution and non-revocation of a binding release in accordance with Section 5(f) below, in the event of the Employee’s Separation from Service with Live Nation by reason of a termination by Live Nation without Cause or a termination by the Employee for Good Reason, Live Nation shall (i) pay to the Employee, within 60 days of the Employee’s Termination Date (with the exact payment date to be determined by Live Nation in its sole discretion), except as set forth in the proviso to this clause, a lump-sum cash payment (less appropriate payroll deductions) equal to the Employee’s then-current Base Salary times the greater of (a) the number of full months remaining in the Term as of the Termination Date, divided by 12, or (b) two (in either case, the “Cash Severance”); and (ii) accelerate the vesting and lapsing of restrictions on all unvested or restricted equity awards awarded to the Employee prior to the Employee’s Termination DateDate (including, without limitation, the Signing Performance Shares (which shall vest (i) based upon the Target Stock Price attained through the Termination Date if such Termination Date is on or prior to June 30, 2025, and (ii) as if the highest Target Stock Price (i.e., the $143.895 threshold set forth above) had been attained, if the Termination Date is after June 30, 2025), and, to the extent applicable, all such awards shall remain exercisable until the earlier to occur of the third anniversary of the Termination Date or the stated expiration of such award (the Cash Severance and accelerated vesting, collectively, the “Severance”), provided that no such accelerating awards shall be exercisable prior to the date on which the Employee’s executed release becomes irrevocable. Each payment under this Section 5(a) shall be treated as a separate payment for purposes of Code Section 409A (together with the regulations and other official guidance promulgated thereunder, “Section 409A”). Notwithstanding the foregoing, if the 60-day period during which the Cash Severance may be paid spans two calendar years, such payment shall be made in the later such calendar year.

Termination Without Cause or for Good Reason. Live Nation The Company may voluntarily terminate the Employee’s employment this Agreement without Cause (as defined below) or by giving written notice to Executive. Any such notice shall specify the Employee may terminate the Employee’s employment for Good Reason (as defined below) at any time during the Term. If the Employee experiences a “separation from service” (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury Regulation Section 1.409A-1(h)) (a “Separation from Service”) due to the termination of the Employee’s employment by Live Nation without Cause or the Employee’s termination of the Employee’s employment for Good Reason, Live Nation shall promptly or, in the case of obligations described in clause (iv) below, as such obligations become due, pay or provide to the Employee, (i) the Employee’s earned but unpaid Base Salary accrued through the exact date of such Separation from Service termination (the “Termination Date”). Executive may voluntarily terminate this agreement for Good Reason by giving written notice to the Company specifying the exact Termination Date. “Good Reason” means any of the following (i) a material diminution by the Company of Executive’s then existing base salary or non-equity incentive compensation opportunity, other than as contemplated by Section 3(a); (ii) accrued but unpaid vacation time through a material diminution in Executive’s authorities, duties and/or responsibilities; or (iii) the Company’s decision to permanently relocate Executive’s residence or the Company’s principal business office by more than sixty (60) miles from its then current location and the Executive’s relocation with respect thereto; provided, however, that no termination by Executive shall constitute a termination for Good Reason unless: (1) Executive gives the Company notice of the existence of the condition constituting Good Reason within thirty (30) days following the initial occurrence thereof; (2) the Company does not remedy or cure the Good Reason condition within thirty (30) days of receiving such notice described in (1); and (3) Executive terminates employment within thirty (30) days following the end of the cure period described in (2). If Executive’s employment under this Agreement is terminated by the Company without Cause or by Executive for Good Reason, subject to the condition set forth below in Section 5(c), Executive shall be entitled to receive, after the Termination Date, the Accrued Obligations and the following “Severance Benefits”: (i) eighteen (18) months of his Base Salary at the rate existing on the Termination Date; (ii) if anyExecutive timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) or any state equivalent, (iii) reimbursement for himself and his covered dependents under the Company’s group health plans following such termination, then the Company shall pay the same portion of any business expenses incurred by the Employee prior to monthly premium under COBRA as it pays for active employees and their eligible dependents from the Termination Date until the earliest of (A) the date that are reimbursable under Section 3(eis eighteen (18) above, (iv) any vested benefits and other amounts due to the Employee under any plan, program or policy of Live Nation, (v) subject to Section 5(e) below, a pro-rated Bonus for the calendar year in which the Termination Date occurs and (vi) any Bonus required to be paid to the Employee pursuant to this Agreement for any calendar year of Live Nation ending prior to months after the Termination Date, to (B) the extent payableexpiration of Executive’s eligibility for continuation coverage under COBRA, but not previously paid or (togetherC) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment (such period from the termination date through the earliest of (A) through (C), the “Accrued Obligations”). In addition, subject to Sections 5(e) and 7(b) below and the Employee’s execution and non-revocation of a binding release in accordance with Section 5(f) below, in the event of the Employee’s Separation from Service with Live Nation by reason of a termination by Live Nation without Cause or a termination by the Employee for Good Reason, Live Nation shall (i) pay to the Employee, within 60 days of the Employee’s Termination Date (with the exact payment date to be determined by Live Nation in its sole discretion), except as set forth in the proviso to this clause, a lump-sum cash payment (less appropriate payroll deductions) equal to the Employee’s then-current Base Salary times the greater of (a) the number of full months remaining in the Term as of the Termination Date, divided by 12, or (b) two (in either case, the “Cash SeveranceCOBRA Payment Period”); and (ii) accelerate the vesting and lapsing of restrictions on all unvested or restricted equity awards awarded to the Employee prior to the Employee’s Termination Date, and, to the extent applicable, all such awards shall remain exercisable until the earlier to occur of the third anniversary of the Termination Date or the stated expiration of such award (the Cash Severance and accelerated vesting, collectively, the “Severance”), provided that no such accelerating awards shall be exercisable prior to the date on which the Employee’s executed release becomes irrevocable. Each payment under this Section 5(a) shall be treated as a separate payment for purposes of Code Section 409A (together with the regulations and other official guidance promulgated thereunder, “Section 409A”). Notwithstanding the foregoing, if the 60-day period during which the Cash Severance may be paid spans two calendar years, such payment shall be made in the later such calendar year.

Termination Without Cause or for Good Reason. Live Nation may terminate In the Employee’s employment without Cause (as defined below) or the Employee may terminate the Employee’s employment for Good Reason (as defined below) at any time during the Term. If the Employee experiences a “separation from service” (within the meaning case of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury Regulation Section 1.409A-1(h)) (a “Separation from Service”) due to the termination of the EmployeeExecutive’s employment by Live Nation without Cause hereunder pursuant to Section 9(d) or Section 9(e), the Employee’s termination of the Employee’s employment for Good Reason, Live Nation shall promptly or, in the case of obligations described in clause (iv) below, as such obligations become due, pay or provide to the Employee, Executive will receive (i) the Employee’s earned but unpaid all Base Salary accrued through the date of such Separation from Service (the “Termination Date”), (ii) accrued but unpaid vacation time through the Termination Date, if any, (iii) reimbursement of any business expenses incurred by the Employee prior to the Termination Date that are reimbursable under Section 3(e) above, (iv) any vested benefits and other amounts due to the Employee under any plan, program or policy of Live Nation, (v) subject to Section 5(e) below, a pro-rated Bonus for the calendar year in which the Termination Date occurs and (vi) any Bonus required to be paid to the Employee pursuant to Executive under this Agreement through the Date of Termination, (ii) a lump sum payment equal to two times the sum of (A) the Executive’s then current Base Salary or such higher Base Salary as in effect within the 12 months preceding the termination and (B) the Executive’s annual bonus for the preceding fiscal year or the target bonus for the then current fiscal year, whichever is great, (iii) any calendar year unpaid benefits to which the Executive is entitled under any employee benefit plan, policy or program of Live Nation ending prior the Company applicable to the Termination DateExecutive as of the Date of Termination, to the extent payable, but not previously paid (together, the “Accrued Obligations”). In addition, subject to Sections 5(eiv) and 7(b) below and the Employee’s execution and non-revocation of a binding release in accordance with Section 5(f) below, in the event the Date of Termination occurs after the Employee’s Separation from Service with Live Nation by reason completion of a termination by Live Nation without Cause or a termination by the Employee for Good Reasonany fiscal year, Live Nation shall (i) pay to the Employee, within 60 days of the Employee’s Termination Date (with the exact payment date to be determined by Live Nation in its sole discretion), except as set forth in the proviso to this clause, a lump-sum cash payment (less appropriate payroll deductions) equal to the Employee’s then-current Base Salary times the greater of (a) the number of full months remaining in the Term as of the Termination Date, divided by 12, or (b) two (in either case, the “Cash Severance”); and (ii) accelerate the vesting and lapsing of restrictions on all unvested or restricted equity awards awarded to the Employee prior to the Employee’s Termination Date, and, to the extent applicable, all such awards shall remain exercisable until the earlier to occur of the third anniversary of the Termination Date or the stated expiration of such award (the Cash Severance and accelerated vesting, collectively, the “Severance”), provided that no such accelerating awards shall be exercisable but prior to the date on any cash bonus related to such fiscal year has been determined or paid to the Executive, the amount of the cash bonus related to such fiscal year that the Executive would have otherwise been entitled to receive had the Executive’s employment not been terminated, (v) the amount of any target cash bonus for the fiscal year in which the EmployeeDate of Termination occurs, pro-rated based on the portion of the applicable fiscal year that the Executive worked for the Company, and (vi) reimbursement for the costs of continuation of medical and dental insurance coverage for the Executive and his eligible dependents under the Company’s executed release becomes irrevocablehealth insurance plans in effect on the Date of Termination, or following the date that the Executive and his dependents no longer are eligible to participate in such plans, under comparable health insurance purchased by the Executive, for a period of 24 months following the Date of Termination. Each payment under this Section 5(aThe amounts referred to in clauses (i), (iii) shall be treated as a separate payment for purposes of Code Section 409A and (together with the regulations and other official guidance promulgated thereunder, “Section 409A”). Notwithstanding the foregoing, if the 60-day period during which the Cash Severance may iv) above will be paid spans two calendar years, such payment shall be made to the Executive when the same would have been paid to the Executive in the absence of such termination, and the amount referred to in clauses (ii) and (v) will be paid to the Executive within 60 days following the Date of Termination. The Executive will be reimbursed for incurred costs pursuant to clause (vi) within 30 days of submission to the Company of reasonable documentation of any costs so incurred. Further, all unvested equity-based awards held by the Executive as of the Date of Termination will immediately vest in full, except in the case of awards that remain subject to objective performance-based determinations, in which case such awards will remain outstanding and will immediately vest upon, and to the extent of, the determination that such performance criteria have been satisfied. All stock options held by the Executive as of the Date of Termination will remain exercisable for one year following the later of the Date of Termination or the date such calendar yearawards vest as provided above.

Termination Without Cause or for Good Reason. Live Nation may terminate the Employee’s employment without Cause (as defined below) or the Employee may terminate the Employee’s employment for Good Reason (as defined below) at any time during the Term. If the Employee experiences a “separation from service” (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury Regulation Section 1.409A-1(h)) (a “Separation from Service”) due In addition to the termination of the Employee’s employment by Live Nation without Cause or the Employee’s termination of the Employee’s employment for Good Reason, Live Nation shall promptly orpayments set forth in Section 7(g) hereof, in the case of obligations described in clause (iv) below, as such obligations become due, pay or provide to event that the Employee, 's employment with the Corporation terminates either (i1) the Employee’s earned but unpaid Base Salary accrued through the date of such Separation from Service (the “Termination Date”), (ii) accrued but unpaid vacation time through the Termination Dateprior to a Change in Control, if any, or (iii2) reimbursement following the two-year period immediately subsequent to a Change in Control (including as a result of any business expenses incurred non-renewal of the Term by the Employee prior to the Termination Date that are reimbursable under Section 3(e) above, (iv) any vested benefits and other amounts due to the Employee under any plan, program or policy of Live Nation, (v) subject to Section 5(e) below, a proCorporation during such two-rated Bonus for the calendar year in which the Termination Date occurs and (vi) any Bonus required to be paid to the Employee pursuant to this Agreement for any calendar year of Live Nation ending prior to the Termination Date, to the extent payable, but not previously paid (together, the “Accrued Obligations”period). In addition, subject to Sections 5(e) and 7(b) below and the Employee’s execution and non-revocation of a binding release in accordance with Section 5(f) below, in the event each case as a result of the Employee’s Separation from Service with Live Nation by reason of a termination by Live Nation without Cause or (i) a termination by the Employee for Good Reason, Live Nation or (ii) a termination by the Corporation without Cause (other than for Retirement or Disability), then the Corporation shall (i) pay to the Employee, in one lump sum within 60 thirty days following the Date of Termination, his unpaid prorated Base Salary and unpaid prorated annual bonus based on the Employee’s Termination Date (with assumption that Employee would receive his targeted annual bonus for the exact payment date to be determined by Live Nation in its sole discretion)year of termination, except as set forth in the proviso to this clause, a lump-sum cash payment (less appropriate payroll deductions) plus an amount equal to the Employee’s then-current Base Salary times the greater of (ax) the sum of Employee's then annual Base Salary plus targeted annual bonus (hereinafter the Employee's "Annual Cash Compensation") multiplied by the number of full months whole and partial years remaining in the Term as it existed immediately preceding Employee's termination and (y) if Employee held the position of Chief Executive Officer immediately preceding his Termination, three (3) times Annual Cash Compensation, otherwise two (2) times Annual Cash Compensation, payable within thirty days of the Termination DateDate of Termination. In addition, divided by 12, or (b) two (in either case, the “Cash Severance”); and (ii) accelerate the vesting and lapsing of restrictions on all unvested or restricted equity awards awarded stock options granted to the Employee after the Effective Time shall vest and become immediately exercisable in full. In addition, the Corporation shall continue to provide, for the remainder of the Term as it existed immediately prior to Date of Termination, or if longer, for three years, the Employee (and the Employee's dependents if applicable) with the same level of medical, dental, accident, disability and life insurance benefits upon substantially the same terms and conditions (including cost of coverage to the Employee’s Termination Date); provided, andthat, if the Employee cannot continue to participate in the extent applicable, all Corporation's plans providing such awards shall remain exercisable until the earlier to occur of the third anniversary of the Termination Date or the stated expiration of such award (the Cash Severance and accelerated vesting, collectivelybenefits, the “Severance”), provided that no Corporation shall otherwise provide such accelerating awards shall be exercisable prior to benefits on the date on which the Employee’s executed release becomes irrevocable. Each payment under this Section 5(a) shall be treated same after-tax basis as a separate payment for purposes of Code Section 409A (together with the regulations and other official guidance promulgated thereunder, “Section 409A”)if continued participation had been permitted. Notwithstanding the foregoing, if in the 60-day period during which event the Cash Severance may be paid spans two calendar yearsEmployee becomes reemployed with another employer and becomes eligible to receive welfare benefits from such employer, such payment the welfare benefits described herein shall be made in secondary to such benefits during the later such calendar yearperiod of the Employee's eligibility, but only to the extent that the Corporation reimburses the Employee for any increased cost and provides any additional benefits necessary to give the Employee the benefits hereunder.

Termination Without Cause or for Good Reason. Live Nation may terminate In the Employeeevent the Executive’s employment without Cause (as defined below) or with the Employee may terminate Company is terminated by the Employee’s employment for Good Reason (as defined below) at any time during the Term. If the Employee experiences a “separation from service” (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury Regulation Section 1.409A-1(h)) (a “Separation from Service”) due to the termination of the Employee’s employment by Live Nation Company without Cause or by the Employee’s termination of the Employee’s employment Executive for Good Reason, Live Nation at any time, and, provided no Change in Control shall promptly orhave occurred, the Company shall pay the Executive, in cash, aggregate severance payments equal to (a) his then base salary for up to twelve (12) months from the case Date of obligations described in clause Termination or the date upon which Executive obtains alternative employment, whichever is earlier and (ivb) below, as such obligations become due, pay or provide to the Employee, product of (i) a fraction, the Employee’s earned but unpaid Base Salary accrued numerator of which is the number of days in the current fiscal year through the date Date of such Separation from Service (Termination, and the “Termination Date”), denominator of which is 365 and (ii) accrued but unpaid vacation time through the Termination Date, if any, (iii) reimbursement of any business expenses incurred by the Employee prior to the Termination Date that are reimbursable under Section 3(e) above, (iv) any vested benefits and other amounts due to the Employee under any plan, program or policy of Live Nation, (v) subject to Section 5(e) below, a pro-rated Bonus annual bonus for the calendar year in which preceding the Date of Termination Date occurs and (vi) any Bonus required to be that has most recently been paid to the Employee pursuant to this Agreement for any calendar year of Live Nation ending prior to the Termination Date, to the extent payable, but not previously paid (together, the “Accrued Obligations”)Executive. In addition, subject to Sections 5(e) and 7(b) below and the Employee’s execution and non-revocation of a binding release in accordance with Section 5(f) below, in the event of the Employee’s Separation from Service with Live Nation by reason of a termination by Live Nation without Cause or a termination by the Employee for Good Reason, Live Nation The Company shall (i) pay to the Employee, within 60 days of the Employee’s Termination Date Executive any severance payments due hereunder in twelve (with the exact payment date to be determined by Live Nation in its sole discretion), except as set forth in the proviso to this clause, a lump-sum cash payment (less appropriate payroll deductions12) equal to monthly payments on the Employee’s then-current Base Salary times the greater first day of (a) the number of full months remaining in the Term as of the Termination Date, divided by 12, or (b) two (in either case, the “Cash Severance”); and (ii) accelerate the vesting and lapsing of restrictions on all unvested or restricted equity awards awarded to the Employee prior to the Employee’s Termination Date, and, to the extent applicable, all each month following such awards shall remain exercisable until the earlier to occur of the third anniversary of the Termination Date or the stated expiration of such award (the Cash Severance and accelerated vesting, collectively, the “Severance”), provided that no such accelerating awards shall be exercisable prior to the date on which the Employee’s executed release becomes irrevocable. Each payment under this Section 5(a) shall be treated as a separate payment for purposes of Code Section 409A (together with the regulations and other official guidance promulgated thereunder, “Section 409A”)termination. Notwithstanding the foregoing, if the 60Executive obtains alternative employment for base salary and bonus compensation of less than his then annual base salary, then Executive shall continue to receive monthly severance payments for the remaining balance of the 12 month period in an amount equal to the difference between one-day twelfth (1/12) of the sum of (a) and (b) in this section above and one-twelfth (1/12) of the annual base salary and bonus compensation received from such alternative employer. In addition, (a) the Executive shall have the right to exercise any stock options, long-term incentive awards or other similar awards held by him in accordance with the relevant plan documents or grant letter; provided, however, that to the extent any option or award would expire by its terms within six (6) months following the date of termination, then the Executive may exercise said option or award until the earliest of (i) six (6) months following the Date of Termination or (ii) ten (10) years following the date of grant or (iii) the end of the original term of the option grant had the Executive continued employment with the Company; and (b) the Company shall provide the Executive with continuing coverage under the life, disability, accident and health insurance programs for employees of the Company generally and under any supplemental programs covering executives of the Company, as from time to time in effect, for the twelve (12) month period during from such termination or until the Executive becomes eligible for substantially similar coverage under the employee plans of a new employer, whichever occurs earlier, provided that Executive’s right to elect continued medical coverage after termination of employment under Part 6 of Title I of the Employee Retirement Income Security Act of 1974, as amended, shall be deemed satisfied by the coverage provided in this clause (b). The Executive shall also be entitled to a continuation of all other benefits and reimbursements in effect at the time of termination for the twelve (12) month period following such termination or until the Executive becomes eligible for substantially similar benefits from a new employer, whichever is earlier. In addition, all stock options and restricted stock held by Executive on the date of termination under any of the Company’s equity plans that would become exercisable within the twelve (12) months following such termination of employment had the Executive stayed in the employ of the Company shall become immediately exercisable. Any part of the foregoing benefits that are attributable to participation in a plan in which the Cash Severance may Executive can no longer participate under applicable law, shall be paid spans two calendar years, by the Company from other sources such payment that the Executive receives substantially similar benefits to those provided for under the plan. All amounts payable hereunder shall be made paid monthly during such twelve (12) month period and any amounts payable hereunder are in the later such calendar yearlieu of, not in addition to, amounts payable under Section 4.

Termination Without Cause or for Good Reason. Live Nation may terminate In Connection with a Change of Control. If, during the EmployeeTerm of Employment, the Executive’s employment is terminated by the Company without Cause (as defined belowand not due to death or Disability) or the Employee may terminate the Employee’s employment for Good Reason (as defined below) at any time during the Term. If the Employee experiences a “separation from service” (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury Regulation Section 1.409A-1(h)) (a “Separation from Service”) due to the termination of the Employee’s employment by Live Nation without Cause or the Employee’s termination of the Employee’s employment Executive for Good Reason, Live Nation in either case, (A) upon or within 24 months following a Change of Control or (B) within 60 days prior to a Change of Control, then the Executive shall promptly orbe entitled to receive the Accrued Benefits and, in the case of obligations described in clause (iv) below, as such obligations become due, pay or provide subject to the Employee, Section 4.2.5: (i) the EmployeeUnpaid Prior Year Bonus, with such amount to be payable in cash and/or fully vested shares of the Company’s earned but unpaid Base Salary accrued through common stock (as determined by the date of Company in its sole discretion) at the same time as if no such Separation from Service (the “Termination Date”), termination had occurred; (ii) accrued but unpaid vacation time through the Termination Date, if any, (iii) reimbursement of any business expenses incurred by the Employee prior to the Termination Date that are reimbursable under Section 3(e) above, (iv) any vested benefits and other amounts due to the Employee under any plan, program or policy of Live Nation, (v) subject to Section 5(e) below, a pro-rated Annual Bonus for the calendar year in which the Termination Date occurs occurs, but multiplied by a fraction (x) the numerator of which is the number of days the Executive was employed as the Company’s Chief Operating Officer (or, with respect to the year ending December 31, 2023, as the Company’s Chief Executive Officer) during the fiscal year of such termination and (viy) any Bonus required the denominator of which is the number of days in such fiscal year (to be paid to the Employee pursuant to this Agreement for any calendar year of Live Nation ending prior to the Termination Date, to the extent payable, but not previously paid (together, the “Accrued Obligations”). In addition, subject to Sections 5(e) and 7(b) below and the Employee’s execution and non-revocation of a binding release in accordance with Section 5(f) below, in the event cash and/or fully vested shares of the EmployeeCompany’s Separation from Service with Live Nation by reason of a termination by Live Nation without Cause or a termination common stock (as determined by the Employee for Good Reason, Live Nation shall (i) pay to the Employee, within 60 days of the Employee’s Termination Date (with the exact payment date to be determined by Live Nation Company in its sole discretion) at the same time as if no such termination had occurred); (iii) a lump sum payment equal to two times the sum of Executive’s Base Salary (at the highest rate in effect during the 24 month period commencing on the date of such Change of Control) and the higher of Executive’s target Annual Bonus opportunity and the Annual Bonus paid to Executive with respect to the fiscal year immediately preceding the fiscal year in which such termination occurred, with such payment to be paid in cash on the first payroll date after the effective date of the release (as described in Section 4.2.5) and in all events no later than 70 days after such termination and (iv) a payment equal to 36 times the monthly COBRA premium for Executive and Executive’s eligible dependents (at the rate in effect for Executive’s coverage at the time of Executive’s termination, regardless of whether Executive elects COBRA coverage), except with two-thirds of such payment to be paid in cash on the first payroll date after the effective date of the release (as set forth described in Section 4.2.5) and in all events no later than 70 days after such termination, and with the proviso remaining one-third to this clause, a lump-sum cash payment (less appropriate payroll deductions) equal be paid according to the Employee’s then-current Base Salary times same schedule as the greater COBRA Benefit is provided in clause (iv) of Section 4.2.3 (a) the number of full i.e., in installments over 12 months remaining in the Term as of immediately following the Termination Date, divided by 12, or (b) two (in either case, the “Cash Severance”); and (ii) accelerate the vesting and lapsing of restrictions on all unvested or restricted equity awards awarded to the Employee prior to the Employee’s Termination Date, and, to the extent applicable, all such awards shall remain exercisable until the earlier to occur of the third anniversary of the Termination Date or the stated expiration of such award (the Cash Severance and accelerated vesting, collectively, the “Severance”), provided that no such accelerating awards shall be exercisable prior to the date on which the Employee’s executed release becomes irrevocable. Each payment under this Section 5(a) shall be treated as a separate payment for purposes of Code Section 409A (together with the regulations and other official guidance promulgated thereunder, “Section 409A”). Notwithstanding the foregoing, if in the 60-day period during which event that a termination described in clause (B) of this Section 4.2.4 occurs, then the Cash Severance may payments described in clauses (iii) and (iv) of this Section 4.2.4 shall be paid spans two calendar yearsover the same 12-month period and in the same manner as set forth in clauses (iii) and (iv) of Section 4.2.3, such payment respectively, rather than being paid in a lump sum. In addition, if (and only if), during the Term of Employment, the Executive’s employment is terminated by the Company without Cause (and not due to death or Disability) or by Executive for Good Reason, in either case, upon or within 24 months following a Change of Control, then, to the extent the following will not result in a violation of Section 409A, the Executive shall be made entitled to, in addition to the Accrued Benefits and the payments set forth in the later foregoing clauses through (iv), and subject to Section 4.2.5, immediate and full accelerated vesting of all equity awards received by Executive from the Company or any of its direct or indirect parent companies that are outstanding as of the Termination Date without regard for the vesting schedule set forth in any applicable plan or agreement governing such calendar year.equity awards; provided that, any equity awards that are subject to the satisfaction of performance goals shall be deemed earned at not less than target performance; and provided, further, that, with respect to any equity award that is in the form of a stock option or stock appreciation right, the option or stock appreciation right shall remain outstanding and exercisable for 24 months following the Termination Date (but in no event beyond the expiration date of the applicable option or stock appreciation right). All other rights the Executive may have to compensation and employee benefits from the Company or any of its Affiliates, other than as set forth in this Section 4.2.4, shall immediately terminate upon the Termination Date. EXECUTION VERSION

Termination Without Cause or for Good Reason. Live Nation may terminate In the Employeeevent that Executive’s employment is terminated by the Company without Cause (as defined belowthe Company’s non-renewal of the Term of this Agreement shall not be deemed a termination without Cause) or the Employee may terminate the Employee’s employment for Good Reason (as defined below) at any time during the Term. If the Employee experiences a “separation from service” (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury Regulation Section 1.409A-1(h)) (a “Separation from Service”) due to the termination of the Employee’s employment by Live Nation without Cause or the Employee’s termination of the Employee’s employment Executive for Good Reason, Live Nation shall promptly orsubject to Executive’s compliance with post-employment termination obligations including, without limitation, as provided in the case of obligations described Covenant Agreement referred to in clause Section 5 below and subject to applicable withholding, Executive (iv) below, as such obligations become due, pay or provide to the Employee, (i) the EmployeeExecutive’s earned but unpaid Base Salary accrued through the date of such Separation from Service (the “Termination Date”legal representative), (ii) accrued but unpaid vacation time through the Termination Date, if any, (iii) reimbursement of any business expenses incurred by the Employee prior shall receive in addition to the Termination Date that are reimbursable under Section 3(e) above, (iv) any vested benefits his Accrued Compensation and other amounts due to the Employee under any plan, program or policy of Live Nation, (v) subject to Section 5(e) Other Benefits as outlined below, a pro-rated Bonus for the calendar year severance amount equal to six months of Base Salary, payable in which the Termination Date occurs and (vi) any Bonus required to installments as provided in this Section 4.7. The foregoing severance amount shall be paid to in substantially equivalent installments in the Employee pursuant to this Agreement for any calendar year of Live Nation ending same manner and at the same intervals as Executive was being paid immediately prior to termination (the Termination Date, to the extent payable, but not previously paid (together, the 5 “Accrued ObligationsSeverance Payments”). In addition, subject Executive shall be entitled to Sections 5(ereceive (1) and 7(b) below and Accrued Compensation equal to the Employee’s execution and non-revocation sum of a binding release in accordance with Section 5(f) below, in the event of the Employee’s Separation from Service with Live Nation by reason of a termination by Live Nation without Cause or a termination by the Employee for Good Reason, Live Nation shall (i) pay the amount of any earned, but unpaid, Bonus related to the Employee, within 60 days of the Employee’s Termination Date (with the exact payment date previous fiscal year pursuant to be determined by Live Nation in its sole discretion), except as set forth in the proviso to this clause, a lump-sum cash payment (less appropriate payroll deductions) equal to the Employee’s then-current Base Salary times the greater of (a) the number of full months remaining in the Term as of the Termination Date, divided by 12, or (b) two (in either case, the “Cash Severance”); Section 3.2 and (ii) accelerate the vesting amount of any Bonus that would normally be due under Section 3.2 for the current fiscal year as calculated in accordance with the Company’s normal accrual practice, (2) the amount of any accrued expense reimbursements and lapsing other cash entitlements through the date of restrictions on all unvested termination (including, without limitation, reimbursements due under Sections 3.6 or restricted equity awards awarded 3.7), and (3) payment for unused PTO. The Company shall provide Executive any Other Benefits that he is entitled to in accordance with the Employee prior to the Employee’s Termination Date, and, to the extent applicable, all such awards shall remain exercisable until the earlier to occur terms of the third anniversary of the Termination Date applicable plan, contract or the stated expiration of such award (the Cash Severance and accelerated vesting, collectively, the “Severance”), provided that no such accelerating awards shall be exercisable prior to the date on which the Employeearrangement. Executive’s executed release becomes irrevocable. Each payment rights under this Section 5(a) 4.7 shall be treated contingent upon Executive executing and not revoking a separation agreement in form and substance substantially similar to the Separation Agreement and General Release of Claims, attached hereto as Exhibit A and Executive’s return of Company property within the time period specified in the in the Separation Agreement and General Release of Claims; provided, however, that if such period begins in one calendar year and ends in a separate payment for purposes of Code Section 409A (together with the regulations and other official guidance promulgated thereundersecond calendar year, “Section 409A”). Notwithstanding the foregoing, if the 60-day period during which the Cash Severance may such amounts shall begin to be paid spans two calendar years, such payment shall be made in the second calendar year no later than ten business days following the last day of such calendar yearperiod.

Termination Without Cause or for Good Reason. Live Nation may If (A) the Company shall terminate the EmployeeExecutive’s employment without Cause (as defined belowset forth in Section 7(b) or the Employee may (B) Executive shall terminate the EmployeeExecutive’s employment for Good Reason (as defined below) at any time set forth in Section 7(c), in each case, during the Term. If Employment Period, the Employee experiences a “separation from service” (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury Regulation Section 1.409A-1(h)) (a “Separation from Service”) due to the termination of the Employee’s employment by Live Nation without Cause or the Employee’s termination of the Employee’s employment for Good Reason, Live Nation Company shall promptly or, in the case of obligations described in clause (iv) below, as such obligations become due, pay or provide to the Employee, Executive: (iA) the Employee’s earned but any accrued and unpaid Base Salary accrued and vacation earned through the date Date of such Separation from Service Termination (the “Termination Date”including any pay in lieu of notice), which shall be paid on the tenth day after the Date of Termination (ii) accrued but unpaid vacation time through the Termination Dateor, if anysuch day is not a business day, the next business day after such day); plus (iiiB) reimbursement as liquidated damages in respect of any business expenses incurred by claims based on provisions of this Agreement and provided that Executive executes and delivers (and does not revoke) a general release of all claims in the Employee prior to form attached as Exhibit A hereto within 60 days following the Termination Date that are reimbursable under Section 3(eof Termination: (I) above, (iv) any vested benefits and other amounts due to the Employee under any plan, program or policy of Live Nation, (v) subject to Section 5(e) below, a pro-rated Bonus for the calendar year in twelve months’ Base Salary which the Termination Date occurs and (vi) any Bonus required to shall be paid to in periodic installments on the Employee pursuant to this Agreement for any calendar year Company’s regular payroll dates, beginning with the next payroll date immediately following the expiration of Live Nation ending prior to the Termination Date, to 60th day following the extent payable, but not previously paid Date of Termination; plus (together, II) if the “Accrued Obligations”). In addition, subject to Sections 5(e) and 7(b) below and the Employee’s execution and non-revocation of a binding release applicable performance targets have been achieved in accordance with Section 5(f) below, in the event Bonus Plan for the year of the Employee’s Separation from Service with Live Nation by reason of a termination by Live Nation without Cause or a termination (as determined by the Employee for Good Reason, Live Nation shall Board (ior applicable committee thereof) pay to following the Employee, within 60 days end of the Employee’s Termination Date (with the exact payment date to be determined by Live Nation in its sole discretionsuch year), except as set forth a prorated bonus under the Bonus Plan for the year of termination in the proviso to this clause, a lump-sum cash payment (less appropriate payroll deductions) an amount equal to (A) the Employee’s then-current Base Salary times bonus Executive would have otherwise received under the greater Bonus Plan for the year of termination, multiplied by (aB) a fraction, the numerator of which is the number of days Executive was employed by the Company during such calendar year and the denominator of which is 365, payable in accordance with the Bonus Plan; plus (III) full months remaining in the Term as vesting of the Termination Dateall equity awards (other than any awards subject to performance-based vesting), divided by 12including, or (b) two (in either casewithout limitation, the “Cash Severance”); and (ii) accelerate the vesting and lapsing of restrictions on all unvested or restricted equity awards awarded to the Employee prior to the Employee’s Termination Date, and, to the extent applicable, all such awards shall remain exercisable until the earlier to occur of the third anniversary of the Termination Date or the stated expiration of such award (the Cash Severance and accelerated vesting, collectively, the “Severance”), provided that no such accelerating awards shall be exercisable prior to the date on which the Employee’s executed release becomes irrevocable. Each payment under this Section 5(a) shall be treated as a separate payment for purposes of Code Section 409A (together with the regulations and other official guidance promulgated thereunder, “Section 409A”). Notwithstanding the foregoing, if the 60-day period during which the Cash Severance may be paid spans two calendar years, such payment shall be made in the later such calendar year.Restricted Stock Units

Termination Without Cause or for Good Reason. Live Nation may terminate or upon Expiration of tire Term of Employment, due to Company’s Issuance of a Notice of Non-Renewal, or for Disability. In the Employeeevent that Executive’s employment under this Agreement is terminated by the Company without Cause (as defined belowunder Section 7(d) or the Employee may terminate the Employee’s employment for of this Agreement, by Executive with Good Reason (as defined belowunder Section 7(e) at any time of this Agreement, upon expiration of the term of Employment due to Company’s issuance of a Notice of Non-Renewal pursuant to Section 7(f) of this Agreement, or for Disability during the Term. If Term of Employment, the Employee experiences a “separation from service” (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury Regulation Section 1.409A-1(h)) (a “Separation from Service”) due to the termination of the Employee’s employment by Live Nation without Cause or the Employee’s termination of the Employee’s employment for Good Reason, Live Nation Company shall promptly or, in the case of obligations described in clause (iv) below, as such obligations become due, pay or provide to Executive the EmployeeAccrued Obligations and, subject to Executive’s signing a separation agreement and release in the form attached hereto as Exhibit B (with such changes as may be necessary due to applicable law) (the “Release”) within twenty-one (21) days or forty-five (45) days, whichever period is applicable under the ADEA (as defined in Exhibit B) following the Date of Termination, and not revoking the Release within seven (7) days of signing it, the Company shall pay to Executive (i) in the Employeeevent such termination occurs within the first two years of Executive’s earned but unpaid employment, a severance amount equal to Executive’s monthly rate of Base Salary accrued through (i.e., 1/12 of Executive’s annual rate of Base Salary) for each of twenty four (24) months; or (ii) in the date event that such termination occurs following the first two years of such Separation from Service employment, a severance amount equal to Executive’s monthly rate of Base Salary for each of eighteen (18) months (the “Termination DateSeverance Period”)) commencing on the sixtieth (60th) day following the Date of Termination, in accordance with the Company’s regular payroll practices; provided, that, the Company may cease making the payments under this Section 9(c) (in addition to asserting any other rights it may have in law of equity) (i) if Executive is in breach of any of Executive’s obligations under Section 10 of this Agreement and Executive has failed to cure such breach, if curable, within ten (10) days following the Company’s notice to Executive of such breach; or (ii) accrued but unpaid vacation time through the Termination Date, if any, (iii) reimbursement Executive is in breach of any business expenses incurred by the Employee prior to the Termination Date that are reimbursable under Section 3(e) above, (iv) any vested benefits and other amounts due to the Employee under any plan, program or policy of Live Nation, (v) subject to Section 5(e) below, a pro-rated Bonus for the calendar year in which the Termination Date occurs and (vi) any Bonus required to be paid to the Employee pursuant to this Agreement for any calendar year of Live Nation ending prior to the Termination Date, to the extent payable, but not previously paid (together, the “Accrued Obligations”). In addition, subject to Sections 5(e) and 7(b) below and the Employee’s execution and non-revocation of a binding release in accordance with Section 5(f) below, in the event of the Employee’s Separation from Service with Live Nation by reason of a termination by Live Nation without Cause or a termination by the Employee for Good Reason, Live Nation shall (i) pay to the Employee, within 60 days terms of the Employee’s Termination Date (with Release. If applicable, Employee will be entitled to receive the exact payment date to be determined by Live Nation in its sole discretion), except as benefits set forth in on Exhibit C hereto during the proviso to this clause, a lump-sum cash payment (less appropriate payroll deductions) equal to the Employee’s then-current Base Salary times the greater of (a) the number of full months remaining in the Term as of the Termination Date, divided by 12, or (b) two (in either case, the “Cash Severance”); and (ii) accelerate the vesting and lapsing of restrictions on all unvested or restricted equity awards awarded to the Employee prior to the Employee’s Termination Date, and, to the extent applicable, all such awards shall remain exercisable until the earlier to occur of the third anniversary of the Termination Date or the stated expiration of such award (the Cash Severance and accelerated vesting, collectively, the “Severance”), provided that no such accelerating awards shall be exercisable prior to the date on which the Employee’s executed release becomes irrevocable. Each payment under this Section 5(a) shall be treated as a separate payment for purposes of Code Section 409A (together with the regulations and other official guidance promulgated thereunder, “Section 409A”). Notwithstanding the foregoing, if the 60-day period during which the Cash Severance may be paid spans two calendar years, such payment shall be made in the later such calendar yearPeriod.

Termination Without Cause or for Good Reason. Live Nation may terminate In the Employeeevent that Executive’s employment under this Agreement is terminated by the Company without Cause (as defined belowunder Section 7(c) of this Agreement or the Employee may terminate the Employee’s employment for by Executive with Good Reason (as defined belowunder Section 7(d) of this Agreement at any time other than within twenty-four (24) months following a Change in Control as provided in Section 6(a) (which shall control during the Term. If the Employee experiences a “separation from service” (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”such 24-month period), and Treasury Regulation Section 1.409A-1(h)) (a “Separation from Service”) due to the termination of the Employee’s employment by Live Nation without Cause or the Employee’s termination of the Employee’s employment for Good Reason, Live Nation Company shall promptly or, in the case of obligations described in clause (iv) below, as such obligations become due, pay or provide to Executive the EmployeeAccrued Obligations and, subject to Executive’s signing a separation agreement and release in a form customarily used by the Company for senior executives, which will be provided within five (i5) calendar days following the Employee’s earned but unpaid Base Salary accrued through the date Date of such Separation from Service Termination (the “Termination DateRelease”), within twenty-one (ii21) accrued but unpaid vacation time through days or forty-five (45) days, whichever period is applicable under the Age Discrimination in Employment Act, following the Date of Termination Date, if any, (iii) reimbursement of any business expenses incurred by the Employee prior to the Termination Date that are reimbursable under Section 3(e) above, (iv) any vested benefits and other amounts due to the Employee under any plan, program or policy of Live Nation, (v) subject to Section 5(e) below, a pro-rated Bonus for the calendar year in which the Termination Date occurs and (vi) any Bonus required to be paid to the Employee pursuant to this Agreement for any calendar year of Live Nation ending prior to the Termination Date, to the extent payable, but not previously paid (togethersuch period, the “Accrued ObligationsRelease Consideration Period”). In addition, subject to Sections 5(e) and 7(bnot revoking the Release within seven (7) below and days of signing it, the Employee’s execution and non-revocation of a binding release in accordance with Section 5(f) below, in the event of the Employee’s Separation from Service with Live Nation by reason of a termination by Live Nation without Cause or a termination by the Employee for Good Reason, Live Nation Company shall (i) pay to the Employee, within 60 days of the Employee’s Termination Date (with the exact payment date to be determined by Live Nation in its sole discretion), except as set forth in the proviso to this clause, Executive a lump-sum cash severance payment (less appropriate payroll deductions) in an amount equal to (i) one (1) year salary at Executive’s annual Base Salary rate plus (ii) a pro-rata target Bonus for the Employee’s then-current Base Salary times the greater of (a) the number of full months remaining in the Term as of the Termination Date, divided by 12, or (b) two (in either case, the “Cash Severance”); and (ii) accelerate the vesting and lapsing of restrictions on all unvested or restricted equity awards awarded to the Employee prior to the Employee’s Termination Date, and, bonus year to the extent applicablenot already paid to Executive, all such awards which severance payment shall remain exercisable until the earlier to occur be paid following execution of the third anniversary Release by Executive, but in no case sooner than expiration of the Termination 7-day waiting period and no later than seventy (70) days following the Date or the stated expiration of such award (the Cash Severance and accelerated vestingTermination, collectively, the “Severance”), provided that no such accelerating awards shall be exercisable prior to the date on which the Employee’s executed release becomes irrevocable. Each payment under this Section 5(a) shall be treated as a separate payment for purposes of Code Section 409A (together in accordance with the regulations and other official guidance promulgated thereunderCompany’s regular payroll practices; provided, “Section 409A”). Notwithstanding the foregoingthat, if the 60-day period during which the Cash Severance may be paid spans Release Consideration Period straddles two calendar taxable years, such payment shall be made in the later of such calendar yeartaxable years; and provided, further, that, the Company shall not be required to make the payment under this Section 9(c) (in addition to asserting any other rights it may have in law of equity) (A) if Executive is in breach of any of Executive’s material obligations under Section 10 of this Agreement and Executive has failed to cure such breach, if curable, within ten (10) days following the Company’s written notice to Executive of such breach; or (B) if Executive is in material breach of any of the terms of the Release. If applicable, and to the extent permitted under each plan, if Executive becomes entitled to severance under this Section 9(c), Executive will be entitled to receive the benefits set forth on Exhibit C hereto during a twelve (12)-month period following the Termination Date. For the avoidance of doubt, in the event Executive would otherwise be eligible for severance, termination or similar payments or benefits under the terms of the Company Severance Pay Program or any other severance or termination plan, policy or arrangement maintained by the Company or its Affiliates, Executive shall not be entitled to receive payments or benefits under the Company Severance Pay Program or any other such plan, policy or arrangement, and Executive shall be eligible for severance payments only pursuant to the terms of this Agreement and, further, to the extent Executive is eligible for the Change in Control payment under Section 6(a) of this Agreement he shall not be entitled to receive the severance payment and benefits under this Section 9(c).

Termination Without Cause or for Good Reason. Live Nation may terminate 3.2.1 If the EmployeeExecutive’s employment by the Company ceases due to a termination by the Company without Cause (as defined below) or a resignation by the Employee may terminate the Employee’s employment Executive for Good Reason and the Executive executes and does not revoke a general release of claims against the Company in substantially the form attached hereto as Exhibit A to the Company within 2-1/2 months after such termination of employment (as defined below) at any time during the Term. If the Employee experiences a “separation from service” (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “CodeGeneral Release”), and Treasury Regulation Section 1.409A-1(h)) (a “Separation from Service”) due then, the Company will pay to the termination of the Employee’s employment by Live Nation without Cause or the Employee’s termination of the Employee’s employment for Good Reason, Live Nation shall promptly or, in the case of obligations described in clause (iv) below, as such obligations become due, pay or provide to the Employee, Executive (i) the Employee’s earned all accrued but unpaid Base Salary and all accrued and unused vacation days through the date of such Separation from Service (the “Termination Date”), termination; (ii) accrued but unpaid vacation time through a cash amount equal to the Termination Date, if any, sum of two times the Executive’s Base Salary; (iii) reimbursement of any business expenses incurred a cash amount equal to two times the Executive’s Average Annual Bonus, with such Average Annual Bonus determined by adding the Employee amounts payable to Executive under the Company’s annual bonus programs for the three full calendar years prior to the Termination Date that are reimbursable under Section 3(e) above, year in which such termination of employment occurs and dividing the resulting amount by three (“Average Annual Bonus”); (iv) any vested benefits and other amounts due a cash payment equal to the Employee under any planExecutive’s then target Annual Bonus, program or policy multiplied by a fraction, the numerator of Live Nation, which is the number of days in the Company’s fiscal year prior to such termination of employment and the denominator of which is 365; and (v) subject group health, dental and vision insurance coverage benefits equivalent to Section 5(e) belowthose, a proand on the same tax-rated Bonus free basis as those, to which the Executive would have been entitled if he had continued working for the calendar year in Company for an additional 18 month period (or if less, until Executive becomes covered under comparable plans of another employer), after which the Termination Date occurs and (vi) any Bonus required to be paid period COBRA and/or Cal-COBRA shall become available to the Employee pursuant to this Agreement Executive such that the end of the first 18-month period will be the COBRA “qualifying event” for any calendar year of Live Nation ending prior Executive and his eligible dependents. In addition to the Termination Date, to the extent payable, but not previously paid (together, the “Accrued Obligations”). In addition, subject to Sections 5(e) and 7(b) below and the Employee’s execution and non-revocation of a binding release in accordance with Section 5(f) belowforegoing, in the event of the Employee’s Separation from Service with Live Nation by reason such termination of a termination by Live Nation without Cause or a termination by the Employee for Good Reasonemployment, Live Nation shall (i) pay any options to purchase the common stock of the Company previously granted to the Employee, within 60 days of the Employee’s Termination Date (with the exact payment date to Executive and not otherwise vested shall be determined by Live Nation in its sole discretion), except as set forth in the proviso to this clause, a lump-sum cash payment (less appropriate payroll deductions) equal to the Employee’s then-current Base Salary times the greater of (a) the number of full months remaining in the Term fully vested as of the Termination Date, divided by 12date of the Executive’s termination of employment; (ii) all of Executive’s option grants will have a post-termination exercise period extending through the earlier of (A) 36 months following the Executive’s termination of employment, or (bB) two (in either case, the “Cash Severance”)their original expiration date; and (iiiii) accelerate the vesting and lapsing of restrictions on all unvested or Executive’s previously granted restricted equity awards awarded stock units shall become vested as to the Employee prior to amount of additional shares the Employee’s Termination Date, and, to Executive would have been entitled if he had continued working for the extent applicable, all such awards shall remain exercisable until the earlier to occur of the third anniversary of the Termination Date or the stated expiration of such award (the Cash Severance and accelerated vesting, collectively, the “Severance”), provided that no such accelerating awards shall be exercisable prior to the date on which the Employee’s executed release becomes irrevocable. Each payment under this Section 5(a) shall be treated as a separate payment Company for purposes of Code Section 409A (together with the regulations and other official guidance promulgated thereunder, “Section 409A”). Notwithstanding the foregoing, if the 60-day period during which the Cash Severance may be paid spans two calendar years, such payment shall be made in the later such calendar yearan additional 12 month period.

Termination Without Cause or for Good Reason. Live Nation may terminate the Employee’s employment without Cause (as defined below) or the Employee may terminate the Employee’s employment for Good Reason (as defined below) at any time during the Term. If the Employee experiences a “separation from service” (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury Regulation Section 1.409A-1(h)) (a “Separation from Service”) due to Upon the termination of the Employee’s 's employment hereunder by Live Nation the Company without Cause or the Employee’s termination of the Employee’s employment for Good Reason, Live Nation shall promptly or, in the case of obligations described in clause (iv) below, as such obligations become due, pay or provide pursuant to the Employee, (i) the Employee’s earned but unpaid Base Salary accrued through the date of such Separation from Service (the “Termination Date”Section 4(d), (ii) accrued but unpaid vacation time through the Termination Date, if any, (iii) reimbursement of any business expenses incurred or by the Employee prior to the Termination Date that are reimbursable under Section 3(e) above, (iv) any vested benefits and other amounts due to the Employee under any plan, program or policy of Live Nation, (v) subject for Good Reason pursuant to Section 5(e) below4(f), in each case other than in connection with a pro-rated Bonus for the calendar year Change of Control as specified in which the Termination Date occurs and (vi) any Bonus required to be paid to the Employee pursuant to this Agreement for any calendar year of Live Nation ending prior to the Termination Date, to the extent payable, but not previously paid (together, the “Accrued Obligations”). In addition, subject to Sections 5(e) and 7(b) below and the Employee’s execution and non-revocation of a binding release in accordance with Section 5(f) below, the Employee shall be entitled to receive (i) the Accrued Rights, and (ii) subject to delivering to the Company an executed written general release of claims in the event favor of the Company and its affiliates in a form acceptable to the Company (the “Release”) within 21 days following the date the Employee has been given a copy of the Release, and the expiration of the revocation period for such Release has become irrevocable by its terms within 7 days following the date the Employee returns the executed Release to the Company, (A) the Prorated Bonus Payment; (B) the Prorated Plan Benefit; (C) provided the Employee timely elects to continue health insurance benefits under the federal law known as COBRA, the Company shall pay the cost of family health insurance coverage at the same rate the Company contributed for the Employee’s Separation from Service 's family health insurance coverage prior to the Employee's termination of employment with Live Nation the Company until the earlier of twelve (12) months or the loss of COBRA entitlement; provided, however, that the Employee shall be responsible for the cost of any continuation coverage under COBRA that extends beyond twelve (12) months; and (D) his Base Salary in effect at termination, for six (6) months, payable in accordance with the normal payroll practices of the Company (the "Severance Benefit"). Following the Employee's termination of employment by reason of a termination by Live Nation the Company without Cause or a termination by the Employee for For Good Reason, Live Nation shall (i) pay to the Employee, within 60 days of the Employee’s Termination Date (with the exact payment date to be determined by Live Nation in its sole discretion), except as set forth in the proviso to this clause, a lump-sum cash payment (less appropriate payroll deductions) equal to the Employee’s then-current Base Salary times the greater of (a) the number of full months remaining in the Term as of the Termination Date, divided by 12, or (b) two (in either caseSection 5(d), the “Cash Severance”); and (ii) accelerate the vesting and lapsing of restrictions on all unvested Employee shall have no further rights to any compensation or restricted equity awards awarded to the Employee prior to the Employee’s Termination Date, and, to the extent applicable, all such awards shall remain exercisable until the earlier to occur of the third anniversary of the Termination Date or the stated expiration of such award (the Cash Severance and accelerated vesting, collectively, the “Severance”), provided that no such accelerating awards shall be exercisable prior to the date on which the Employee’s executed release becomes irrevocable. Each payment any other benefits under this Section 5(a) shall be treated as a separate payment for purposes of Code Section 409A (together with the regulations and other official guidance promulgated thereunder, “Section 409A”). Notwithstanding the foregoing, if the 60-day period during which the Cash Severance may be paid spans two calendar years, such payment shall be made in the later such calendar yearAgreement.

Termination Without Cause or for Good Reason. Live Nation may terminate the Employee’s employment without Cause (as defined below) or the Employee may terminate the Employee’s employment for Good Reason (as defined below) at any time during the Term. If the Employee experiences there is a “separation from service” (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury Regulation Section 1.409A-1(h)) (a “Separation from Service”) due to Service initiated by the termination of the Employee’s employment by Live Nation Company without Cause Cause, or the Employee’s termination of the Employee’s employment for resulting from Executive initiating a Separation from Service with Good Reason, Live Nation (i) Executive shall promptly orreceive all Accrued Benefits, in (ii) Executive’s pension benefit under the case Non-Qualified Plan shall be based on the amount accrued to the date of obligations termination, plus the additional amount that would have accrued during the next two years if Executive 197 would have remained employed and received compensation described in clause (iviii) below, as such obligations become due, pay or provide pension benefit to be paid in accordance with the Employee, (i) the Employee’s earned but unpaid Base Salary accrued through the date of such Separation from Service (the “Termination Date”), (ii) accrued but unpaid vacation time through the Termination Date, if anyNon-Qualified Plan, (iii) reimbursement an amount of any business expenses incurred severance pay equal to two times Executive’s deemed annual cash compensation, which shall be (A) Executive’s Base Salary in effect as of the date of Separation from Service, multiplied by (B) 100% plus the Employee prior to target bonus opportunity percentage in effect for Annual Bonus Plan purposes for the Termination Date that are reimbursable under Section 3(e) abovefiscal year ended May 27, 2007, (iv) any vested benefits Executive will be entitled to a pro rata annual bonus under the Annual Bonus Plan for the year of termination, based on actual performance and payable when bonuses are paid to other amounts due senior executives (but no later than two and one-half months after the end of the fiscal year with respect to the Employee under any plan, program or policy of Live Nation, which such bonus is determined); and (v) subject Executive and his dependents shall be entitled to Section 5(e) below, a procontinued participation (at Executive’s after-rated Bonus tax expense for the calendar year in which the Termination Date occurs and (vi) any Bonus required to be paid to the Employee pursuant to this Agreement for any calendar year entire cost of Live Nation ending prior to the Termination Date, coverage to the extent payable, but not previously paid (together, necessary to avoid Executive recognizing taxable income related to such coverage under Internal Revenue Code Section 105(h)) in all health and welfare plans or programs that are exempt from 409A in which Executive and such dependents were participating on the “Accrued Obligations”). In addition, subject to Sections 5(e) and 7(b) below and the Employee’s execution and non-revocation of a binding release in accordance with Section 5(f) below, in the event date of the Employee’s Separation from Service with Live Nation by reason of a termination by Live Nation without Cause or a termination by until the Employee for Good Reason, Live Nation shall (i) pay to the Employee, within 60 days of the Employee’s Termination Date (with the exact payment date to be determined by Live Nation in its sole discretion), except as set forth in the proviso to this clause, a lump-sum cash payment (less appropriate payroll deductions) equal to the Employee’s then-current Base Salary times the greater earlier of (a) the number second anniversary of full months remaining in the Term as termination of the Termination Dateemployment, divided by 12, or and (b) two the date, or dates, Executive receives equivalent coverage and benefits under the plans and programs of a subsequent employer (in either casesuch coverages and benefits to be determined on a coverage-by-coverage, the “Cash Severance”or benefit-by-benefit basis); and (ii) accelerate the vesting and lapsing of restrictions on all unvested or restricted equity awards awarded to the Employee prior to the Employee’s Termination Date, andprovided that, to the extent applicableExecutive is precluded from continuing participation in any such plan or program as provided in this Section or must pay the expense thereof, all such awards the Company shall remain exercisable until pay to Executive an amount equal to the earlier sum of (x) with respect to occur insured benefits, the present value (discounted using the then published 2-year Treasury rate) of the third anniversary premiums expected for coverage or that would be paid by Executive if Executive were to continue coverage at his expense pursuant hereto, less any active employee portion of the Termination Date or the stated expiration of such award premiums, plus (the Cash Severance and accelerated vesting, collectivelyy) with respect to benefits not insured, the “Severance”), provided that no such accelerating awards shall be exercisable prior present value (discounted using the then published 2-year Treasury rate) of the expected gross cost per employee to the date on which the Employee’s executed release becomes irrevocable. Each payment under this Section 5(a) shall be treated as a separate payment for purposes of Code Section 409A (together with the regulations and other official guidance promulgated thereunder, “Section 409A”). Notwithstanding the foregoing, if the 60-day period during which the Cash Severance may be paid spans two calendar years, Company to provide such payment shall be made in the later such calendar yearbenefits less active employee contributions.

Termination Without Cause or for Good Reason. Live Nation may terminate If the Employee’s Executive's employment is terminated during the Term (i) by the Company without Cause (other than as a result of the Executive’s death or Disability), or (ii) by the Executive for Good Reason, in each case, other than during the COC Protection Period (as defined below) or the Employee may terminate the Employee’s employment for Good Reason (as defined below) at any time during the Term. If the Employee experiences a “separation from service” (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury Regulation Section 1.409A-1(h)the Company shall (A) (a “Separation from Service”) due pay to the termination Executive any portion of the EmployeeExecutive’s employment by Live Nation without Cause or the Employee’s termination of the Employee’s employment for Good Reason, Live Nation shall promptly or, in the case of obligations described in clause (iv) below, as such obligations become due, pay or provide to the Employee, (i) the Employee’s earned but unpaid Base Salary accrued through the date of such Separation from Service (the “Termination Date”), (ii) accrued but unpaid vacation time base salary earned through the Termination Date, if any, ; (iiiB) reimbursement of pay to the Executive any business expenses incurred annual bonus that was earned by the Employee prior to the Termination Date that are reimbursable under Section 3(e) above, (iv) any vested benefits and other amounts due to the Employee under any plan, program or policy of Live Nation, (v) subject to Section 5(e) below, a pro-rated Bonus Executive for the calendar fiscal year immediately preceding the fiscal year in which the Termination Date occurs and (vi) any Bonus required to be paid to the Employee pursuant to this Agreement for any calendar year of Live Nation ending prior to the Termination Dateoccurs, to the extent payable, not already paid; (C) reimburse the Executive for any and all amounts advanced in connection with Executive’s employment with the Company for reasonable and necessary expenses incurred by Executive through the Termination Date in accordance with the Company’s policies and procedures on reimbursement of expenses; (D) pay to the Executive any earned vacation pay not theretofore used or paid in accordance with the Company’s policy for payment of earned and unused vacation time; and (E) provide to the Executive all other accrued but not previously paid unpaid payments and benefits to which <<School>> <<Degree>> <<Major>> <<Graduated>><<Job_HomeOfficePeoplesoftId>> <<IcBrand>> Executive may be entitled under the terms of any applicable compensation arrangement or benefit plan or program of the Company (togetherexcluding any severance plan or policy of the Company) (collectively, the “"Accrued Obligations”Compensation"). In addition, subject to Sections 5(e) and 7(b) below and provided that the Employee’s execution and non-revocation Executive executes a release of claims in a binding release in accordance with Section 5(f) below, in the event of the Employee’s Separation from Service with Live Nation by reason of a termination by Live Nation without Cause or a termination by the Employee for Good Reason, Live Nation shall (i) pay form acceptable to the EmployeeCompany (a “Release”), within 60 returns such Release to the Company by no later than 45 days of following the Employee’s Termination Date (with the exact payment date to be determined by Live Nation in its sole discretion), except as set forth in the proviso to this clause, a lump-sum cash payment (less appropriate payroll deductions) equal to the Employee’s then-current Base Salary times the greater of (a) the number of full months remaining in the Term as of the Termination Date, divided by 12, or (b) two (in either case, the “Cash SeveranceRelease Deadline”); ) and (ii) accelerate the vesting and lapsing of restrictions on all unvested or restricted equity awards awarded to the Employee does not revoke such Release prior to the Employee’s Termination Date, and, to the extent applicable, all such awards shall remain exercisable until the earlier to occur expiration of the third anniversary of the Termination Date or the stated expiration of such award applicable revocation period (the Cash Severance and accelerated vesting, collectively, the “Severance”), provided that no such accelerating awards shall be exercisable prior to the date on which such Release becomes effective, the Employee’s executed release becomes irrevocable. Each payment under this Section 5(a) shall be treated as a separate payment for purposes of Code Section 409A (together with the regulations and other official guidance promulgated thereunder, “Section 409ARelease Effective Date”). Notwithstanding , then subject to the foregoingfurther provisions of Sections 3, 4, and 6 below, the Company shall have the following obligations with respect to the Executive (or the Executive’s estate, if the 60-day period during which the Cash Severance may be paid spans two calendar yearsapplicable), such payment shall be made in the later such calendar year.subject to applicable taxes and withholdings:

Termination Without Cause or for Good Reason. Live Nation may terminate In the Employee’s event the Executive's employment without Cause (as defined below) or with the Employee may terminate Company is terminated by the Employee’s employment for Good Reason (as defined below) at any time during the Term. If the Employee experiences a “separation from service” (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury Regulation Section 1.409A-1(h)) (a “Separation from Service”) due to the termination of the Employee’s employment by Live Nation Company without Cause or by the Employee’s termination of the Employee’s employment Executive for Good Reason, Live Nation at any time, and, provided no Change in Control shall promptly orhave occurred, the Company shall pay the Executive, in the case of obligations described in clause (iv) belowcash, as such obligations become due, pay or provide aggregate severance payments equal to the Employee, (i) the Employee’s earned but unpaid Base Salary accrued through the date of such Separation from Service (the “Termination Date”), (ii) accrued but unpaid vacation time through the Termination Date, if any, (iii) reimbursement of any business expenses incurred by the Employee prior Severance. The Company shall pay to the Termination Date that are reimbursable under Section 3(eExecutive any such severance payments due hereunder in twenty four (24) above, (iv) any vested benefits and other amounts due to equal monthly payments on the Employee under any plan, program or policy first day of Live Nation, (v) subject to Section 5(e) below, a pro-rated Bonus for the calendar year in which the Termination Date occurs and (vi) any Bonus required to be paid to the Employee pursuant to this Agreement for any calendar year of Live Nation ending prior to the Termination Date, to the extent payable, but not previously paid (together, the “Accrued Obligations”)each month following such termination. In addition, subject Executive shall have the right to Sections 5(e) and 7(b) below and the Employee’s execution and nonexercise any stock options, long-revocation of a binding release term incentive awards or other similar awards held by him in accordance with Section 5(f) belowthe relevant plan documents or grant letter; provided, however, in no event shall Executive have less than six (6) months following the event Date of the Employee’s Separation from Service with Live Nation by reason of a termination by Live Nation without Cause Termination to exercise such options or a termination by the Employee for Good Reason, Live Nation shall (i) pay to the Employee, within 60 days of the Employee’s Termination Date (with the exact payment date to be determined by Live Nation in its sole discretion), except as set forth in the proviso to this clause, a lump-sum cash payment (less appropriate payroll deductions) equal to the Employee’s then-current Base Salary times the greater of (a) the number of full months remaining in the Term as of the Termination Date, divided by 12, or awards; and (b) two (in either casethe Company shall provide Executive with continuing coverage under the life, the “Cash Severance”); disability, accident and (ii) accelerate the vesting and lapsing of restrictions on all unvested or restricted equity awards awarded to the Employee prior to the Employee’s Termination Date, and, to the extent applicable, all such awards shall remain exercisable until the earlier to occur health insurance programs for employees of the third anniversary Company generally and under any supplemental programs covering executives of the Termination Date Company (including, without limitation, participation in the Company's 401(K) retirement plan), as from time to time in effect, for the twenty four (24) month period from such termination or until Executive becomes eligible for substantially similar coverage under the stated expiration employee plans of such award (the Cash Severance and accelerated vestinga new employer, collectively, the “Severance”)whichever occurs earlier, provided that no such accelerating awards Executive's right to elect continued medical coverage after termination of employment under Part 6 of Title I of the Employee Retirement Income Security Act of 1974, as amended, shall be exercisable prior deemed satisfied by the coverage provided in this clause (b). Executive shall also be entitled to a continuation of all other benefits in effect at the time of termination (including, without limitation, automobile, country club, vacation and pension benefits, if applicable) for the twenty four (24) month period following such termination or until Executive becomes eligible for substantially similar benefits from a new employer. Notwithstanding anything to the date on which contrary, the Employee’s executed release becomes irrevocable. Each payment under this Section 5(a) shall be treated as a separate payment Company agrees that for purposes of Code Section 409A (together with the regulations Company's 1994, 1996 and other official guidance promulgated thereunder2000 Incentive Plans, “Section 409A”). Notwithstanding the foregoing, if the 60-day period during which the Cash Severance may be paid spans two calendar years, such payment Executive's termination date shall be made in twenty-four (24) months following the later such calendar yearDate of Termination.

Termination Without Cause or for Good Reason. Live Nation may terminate In the Employee’s event the Executive's employment without Cause (as defined below) or with the Employee may terminate Company is terminated by the Employee’s employment for Good Reason (as defined below) at any time during the Term. If the Employee experiences a “separation from service” (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury Regulation Section 1.409A-1(h)) (a “Separation from Service”) due to the termination of the Employee’s employment by Live Nation Company without Cause or by the Employee’s termination of the Employee’s employment Executive for Good Reason, Live Nation at any time, and, provided no Change in Control shall promptly orhave occurred, the Company shall pay the Executive, in cash, aggregate severance payments equal to the case Severance. The Company shall pay to the Executive such severance payments due hereunder in twenty four (24) equal monthly payments on the first day of obligations described in clause (iv) below, as each month following such obligations become termination. If the Company fails to make any such payment due, pay or provide to the Employee, and such failure continues for thirty (i30) the Employee’s earned but unpaid Base Salary accrued through the date days following notice of such Separation from Service (the “Termination Date”), (ii) accrued but unpaid vacation time through the Termination Date, if any, (iii) reimbursement of any business expenses incurred nonpayment by the Employee prior to the Termination Date that are reimbursable under Section 3(e) above, (iv) any vested benefits and other amounts due to the Employee under any plan, program or policy of Live Nation, (v) subject to Section 5(e) below, a pro-rated Bonus for the calendar year in which the Termination Date occurs and (vi) any Bonus required to be paid to the Employee pursuant to this Agreement for any calendar year of Live Nation ending prior to the Termination Date, to the extent payable, but not previously paid (togetherExecutive, the “Accrued Obligations”)Executive may accelerate the payment of all of the remaining payments. In addition, subject (a) Executive shall have the right to Sections 5(e) and 7(b) below and the Employee’s execution and nonexercise any stock options, long-revocation of a binding release term incentive awards or other similar awards held by him in accordance with Section 5(f) belowthe relevant plan documents or grant letter; provided, however, in no event shall Executive have less than six (6) months following the event Date of the Employee’s Separation from Service with Live Nation by reason of a termination by Live Nation without Cause Termination to exercise such options or a termination by the Employee for Good Reason, Live Nation shall (i) pay to the Employee, within 60 days of the Employee’s Termination Date (with the exact payment date to be determined by Live Nation in its sole discretion), except as set forth in the proviso to this clause, a lump-sum cash payment (less appropriate payroll deductions) equal to the Employee’s then-current Base Salary times the greater of (a) the number of full months remaining in the Term as of the Termination Date, divided by 12, or awards; and (b) two (in either casethe Company shall provide Executive with continuing coverage under the life, the “Cash Severance”); disability, accident and (ii) accelerate the vesting and lapsing of restrictions on all unvested or restricted equity awards awarded to the Employee prior to the Employee’s Termination Date, and, to the extent applicable, all such awards shall remain exercisable until the earlier to occur health insurance programs for employees of the third anniversary Company generally and under any supplemental programs covering executives of the Termination Date Company (including, without limitation, participation in the Company's 401(K) retirement plan), as from time to time in effect, for the twenty four (24) month period from such termination or until Executive becomes eligible for substantially similar coverage under the stated expiration employee plans of such award (the Cash Severance and accelerated vestinga new employer, collectively, the “Severance”)whichever occurs earlier, provided that no such accelerating awards Executive's right to elect continued medical coverage after termination of employment under Part 6 of Title I of the Employee Retirement Income Security Act of 1974, as amended, shall be exercisable prior deemed satisfied by the coverage provided in this clause (b). Executive shall also be entitled to a continuation of all other benefits in effect at the time of termination (including, without limitation, automobile, country club, vacation and pension benefits, if applicable) for the twenty four (24) month period following such termination or until Executive becomes eligible for substantially similar benefits from a new employer. Notwithstanding anything to the date on which contrary, the Employee’s executed release becomes irrevocable. Each payment under this Section 5(a) shall be treated as a separate payment Company agrees that for purposes of Code Section 409A (together with the regulations Company's 1994, 1996 and other official guidance promulgated thereunder2000 Incentive Plans, “Section 409A”). Notwithstanding the foregoing, if the 60-day period during which the Cash Severance may be paid spans two calendar years, such payment Executive's termination date shall be made in twenty-four (24) months following the later such calendar yearDate of Termination.

Termination Without Cause or for Good Reason. Live Nation may terminate If, before the Employeedate that is twelve (12) months prior to expiration of the then current term of this Agreement, Executive’s employment without Cause (as defined below) is terminated by Corporation or the Employee may terminate the Employee’s employment Bank other than for Good Reason (as defined below) at any time during the Term. If the Employee experiences a “separation from service” (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986Death, as amended (the “Code”)Disability or Cause, and Treasury Regulation Section 1.409A-1(h)) (a “Separation from Service”) due to the termination of the Employee’s employment by Live Nation without Cause or the Employee’s termination of the Employee’s Executive terminates his employment for Good Reason, Live Nation then Corporation or Bank shall promptly orpay Executive within thirty (30) days after such termination an amount equal to his Annual Direct Salary. If, on or after the date that is twelve (12) months prior to expiration of the then current term of this Agreement, Executive has provided notice of Executive’s desire to negotiate an extension of Executive’s employment beyond the end of the then current term in accordance with the case requirements of obligations described in clause Section 1 hereof, and Executive’s employment terminates pursuant to notice given by Corporation and Bank under Section 1 that Executive’s employment will not be continued beyond the then current term, then Corporation or Bank shall continue to pay Executive for his ongoing work, pursuant to Corporation’s or Bank’s normal payroll schedule, Executive’s Annual Direct Salary through the expiration date of the then current term plus an additional amount within thirty (iv30) belowdays after such expiration date equal to one-half Executive’s Annual Direct Salary; provided, as however, that Corporation and Bank will have no obligation for any of such obligations become due, pay or provide payments should Executive terminate his employment pursuant to Section 12(d)(i) hereof prior to the Employee, (i) expiration of the Employee’s then current term except for Annual Direct Salary earned but unpaid Base Salary accrued through up to the date of such Separation from Service termination. If, on or after the date that is twelve (the “Termination Date”), (ii12) accrued but unpaid vacation time through the Termination Date, if any, (iii) reimbursement of any business expenses incurred by the Employee months prior to the Termination Date that are reimbursable under Section 3(e) above, (iv) any vested benefits and other amounts due to the Employee under any plan, program or policy of Live Nation, (v) subject to Section 5(e) below, a pro-rated Bonus for the calendar year in which the Termination Date occurs and (vi) any Bonus required to be paid to the Employee pursuant to this Agreement for any calendar year of Live Nation ending prior to the Termination Date, to the extent payable, but not previously paid (together, the “Accrued Obligations”). In addition, subject to Sections 5(e) and 7(b) below and the Employee’s execution and non-revocation of a binding release in accordance with Section 5(f) below, in the event expiration of the Employeethen current term of this Agreement, Executive’s Separation from Service with Live Nation employment is terminated by reason of a termination by Live Nation without Corporation or Bank other than for Death, Disability or Cause or a termination by the Employee Executive terminates his employment for Good Reason, Live Nation then Corporation or Bank shall pay Executive, within thirty (i30) pay days after such termination, an amount equal to one-half Executive’s Annual Direct Salary. The obligations of Corporation and Bank pursuant to this Section 13(b) in the event Executive terminates his employment for Good Reason shall be contingent upon receipt of thirty (30) days notice from Executive of Executive’s termination of employment for Good Reason, and Executive’s best efforts during that thirty (30) day period to assist in the transition to Executive’s successor, including training of such successor if chosen. Notwithstanding anything in this Section 13(b) to the Employeecontrary, within 60 days of Corporation or Bank shall not be liable for any payment that would otherwise become due hereunder on or after the Employee’s Termination Date (with the exact payment date to be determined by Live Nation Executive commences other employment. Except as specifically provided in its sole discretionthis Section 13(b), except or as set forth provided in the proviso to this clause, a lump-sum cash payment (less appropriate payroll deductionsSection 12(b) equal to the Employee’s then-current Base Salary times the greater of (a) the number of full months remaining in the Term as of the Termination Date, divided by 12or Section 14 hereof, or (b) two (in either case, the “Cash Severance”); and (ii) accelerate the vesting and lapsing of restrictions on all unvested or restricted equity awards awarded to the Employee prior to the Employee’s Termination Date, and, to the extent applicableas otherwise required by law, all such awards benefits provided Executive under this Agreement shall remain exercisable until the earlier to occur of the third anniversary of the Termination Date or the stated expiration of such award (the Cash Severance and accelerated vesting, collectively, the “Severance”), provided that no such accelerating awards shall be exercisable prior to terminate effective the date on which the Employeeof Executive’s executed release becomes irrevocable. Each payment under this Section 5(a) shall be treated as a separate payment for purposes termination of Code Section 409A (together with the regulations and other official guidance promulgated thereunder, “Section 409A”). Notwithstanding the foregoing, if the 60-day period during which the Cash Severance may be paid spans two calendar years, such payment shall be made in the later such calendar yearemployment.

Termination Without Cause or for Good Reason. Live Nation The Company may voluntarily terminate the Employee’s employment this Agreement without Cause (as defined below) or by giving written notice to Executive. Any such notice shall specify the Employee may terminate the Employee’s employment for Good Reason (as defined below) at any time during the Term. If the Employee experiences a “separation from service” (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury Regulation Section 1.409A-1(h)) (a “Separation from Service”) due to the termination of the Employee’s employment by Live Nation without Cause or the Employee’s termination of the Employee’s employment for Good Reason, Live Nation shall promptly or, in the case of obligations described in clause (iv) below, as such obligations become due, pay or provide to the Employee, (i) the Employee’s earned but unpaid Base Salary accrued through the exact date of such Separation from Service termination (the “Termination Date”). Executive may voluntarily terminate this agreement for Good Reason by giving written notice to the Company specifying the exact Termination Date. “Good Reason” means any of the following (i) a material diminution by the Company of Executive’s then existing base salary or non-equity incentive compensation opportunity, other than as contemplated by Section 3(a); (ii) accrued but unpaid vacation time through a material diminution in Executive’s authorities, duties and/or responsibilities; or (iii) the Company’s decision to permanently relocate Executive’s residence or the Company’s principal business office by more than sixty (60) miles from its then current location and the Executive’s relocation with respect thereto; provided, however, that no termination by Executive shall constitute a termination for Good Reason unless: (1) Executive gives the Company notice of the existence of the condition constituting Good Reason within thirty (30) days following the initial occurrence thereof; (2) the Company does not remedy or cure the Good Reason condition within thirty (30) days of receiving such notice described in (1); and (3) Executive terminates employment within thirty (30) days following the end of the cure period described in (2). If Executive’s employment under this Agreement is terminated by the Company without Cause or by Executive for Good Reason, subject to the condition set forth below in Section 4(c), Executive shall be entitled to receive, after the Termination Date, if any, the Accrued Obligations and the following “Severance Benefits”: (iiii) reimbursement twenty four (24) months of any business expenses incurred Executive’s Base Salary at the rate existing on the Termination Date; and (ii) all of the Awards (as defined in the Company’s 2018 Omnibus Equity Incentive Plan (“Plan”)) then held by the Employee prior to Executive and not vested on the Termination Date that are reimbursable under Section 3(e) above, (iv) any shall become fully vested benefits and other amounts due to the Employee under any plan, program or policy of Live Nation, (v) subject to Section 5(e) below, a pro-rated Bonus for the calendar year in which the Termination Date occurs and (vi) any Bonus required to be paid to the Employee pursuant to this Agreement for any calendar year of Live Nation ending prior to the Termination Date, to the extent payable, but not previously paid (together, the “Accrued Obligations”). In addition, subject to Sections 5(e) and 7(b) below and the Employee’s execution and non-revocation of a binding release in accordance with Section 5(f) below, in the event of the Employee’s Separation from Service with Live Nation by reason of a termination by Live Nation without Cause or a termination by the Employee for Good Reason, Live Nation shall (i) pay to the Employee, within 60 days of the Employee’s Termination Date (with the exact payment date to be determined by Live Nation in its sole discretion), except as set forth in the proviso to this clause, a lump-sum cash payment (less appropriate payroll deductions) equal to the Employee’s then-current Base Salary times the greater of (a) the number of full months remaining in the Term exercisable as of the Termination Date. All Base Salary payments shall be paid over time in accordance with the Company’s general payroll practices, divided by 12as and when such Base Salary would have been paid had Executive’s employment not terminated, or (b) two (in either case, with the “Cash Severance”); and (ii) accelerate first Base Salary installment due for the vesting and lapsing of restrictions on all unvested or restricted equity awards awarded to payroll period beginning immediately following the Employee prior to the Employee’s Termination Date, and, to the extent applicable, all such awards shall remain exercisable until the earlier to occur expiration of the third anniversary of separation agreement revocation period described below. Executive shall not be under any obligation to mitigate the Termination Date Company’s obligation by securing other employment or the stated expiration of such award (the Cash Severance and accelerated vesting, collectively, the “Severance”), provided that no such accelerating awards shall be exercisable prior to the date on which the Employee’s executed release becomes irrevocable. Each payment under this Section 5(a) shall be treated as a separate payment for purposes of Code Section 409A (together with the regulations and other official guidance promulgated thereunder, “Section 409A”). Notwithstanding the foregoing, if the 60-day period during which the Cash Severance may be paid spans two calendar years, such payment shall be made in the later such calendar yearotherwise.

Termination Without Cause or for Good Reason. Live Nation may terminate (i) Termination Prior to New Chief Executive Officer Assuming Chief Executive Officer Position. Subject to Section 21, if prior to the Employeelater of January 1, 2021 or the date a successor Chief Executive Officer of the Company commences his position as such, the Executive’s employment without is terminated (A) by the Company or the Partnership other than for Cause (as defined belowabove) or (B) by the Employee may terminate the EmployeeExecutive’s employment for Good Reason (as defined below) at any time during the Term. If the Employee experiences a “separation from service” (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury Regulation Section 1.409A-1(h)) (a “Separation from Service”) due to the termination of the Employee’s employment by Live Nation without Cause or the Employee’s termination of the Employee’s employment resignation for Good Reason, Live Nation the Executive shall promptly orbe entitled to the Accrued Compensation (payable in accordance with Section 8(c)) and the Company shall also pay the following severance amounts (the “CEO Severance Payment”) to the Executive provided that the Executive (x) has prior to the expiration of the thirty (30) day period after the date of termination both delivered to the Company a general release of the Company, the Partnership, and the Related Entities, and their respective agents, successors, predecessors and assigns in the case form attached hereto as Exhibit A (the “Release”), fully and properly executive by him, and has not revoked the Release, and (y) the Executive is in compliance with the requirements of obligations described Sections 4(a), (c) and (d) and in clause material compliance with Sections 4(b) and (iv) belowe). Except as otherwise required by Section 21(b), as such obligations become due, pay or provide to the Employee, CEO Severance Payment shall be paid in a lump sum cash payment (i) on the Employee’s earned but unpaid Base Salary accrued through first business day following the date of such Separation from Service Release Effective Date (as defined in the “Termination Date”Release), or (ii) accrued but unpaid vacation time through if the Termination Date, if any, (iii) reimbursement of any business expenses incurred by 30-day period for the Employee prior Executive to return the Termination Date that are reimbursable under Section 3(e) above, (iv) any vested benefits Release and other amounts due to not revoke it ends in the Employee under any plan, program or policy of Live Nation, (v) subject to Section 5(e) below, a pro-rated Bonus for calendar year next following the calendar year in which the Termination Executive’s employment terminates and the Release Effective Date occurs is in the same calendar year as the year in which the Executive’s employment terminates, on the first business day of the calendar year next following the calendar year in which the Executive’s employment terminates. The CEO Severance Payment shall be equal to 300% of the sum of (A) the Executive’s Annual Base Salary and (viB) any his Deemed Annual Bonus required to be paid to for the Employee pursuant to this Agreement for any calendar year of Live Nation ending prior to Contract Year in which the Termination Date, to the extent payable, but not previously paid (together, the “Accrued Obligations”)termination occurs. In addition, subject to Sections 5(e) and 7(b) below Section 21, the Partnership and the EmployeeCompany shall (pursuant to Company and/or Partnership benefit plans or otherwise) continue to provide all health and welfare Benefits the Executive and his eligible dependents were participating in immediately prior to the Executive’s execution termination of employment at such level and non-revocation terms and conditions as in effect on the date of a binding release in accordance with Section 5(ftermination (“Continued Coverage”) below, in for each Contract Year through the event end of the Employee’s Separation from Service with Live Nation by reason Contract Term as if the Executive had continued to remain employed through the last day of a the Contract Term; provided that if the remaining Contract Term is less than 18 months, the Executive and his eligible dependents shall be entitled to no less than 18 months of Continued Coverage at the same cost the Executive was paying for such coverage immediately prior to his termination by Live Nation without Cause date. For the avoidance of doubt, the parties acknowledge and agree that for the purpose of the foregoing sentence “health and welfare Benefits” shall not include any 401(k) plan or a termination by other retirement plan, or any employee equity or incentive awards (but Executive may still be eligible to receive equity awards during the Employee for Good Reason, Live Nation shall (i) pay Continued Coverage period to the Employee, within 60 days extent he is otherwise eligible in his capacity as a member of the Employee’s Termination Date (with the exact payment date to be determined by Live Nation Board). Notwithstanding anything else in its sole discretionthis Section 8(a)(i), except as set forth the Company and/or the Partnership shall not be required to provide any Continued Coverage with respect to disability insurance unless the Company or the Partnership is able to purchase a policy covering the Executive on a commercially reasonable basis. If and to the extent necessary in order for the proviso Executive to avoid being subject to tax under Section 105(h) of the Code on any payment and/or reimbursement of any health care expenses made to him or his eligible dependents or for his or their benefit pursuant to this clause, a lump-sum cash payment (less appropriate payroll deductionsSection 8(a)(i) the Company shall impute as taxable income to the Executive an amount equal to the Employeeexcess of (x) the full actuarial cost of the health care benefit coverages provided to him and his dependents thereunder over (y) the portion of such total cost paid for by the Executive or dependents for such period during which such coverages are provided. For these purposes, the Executive’s then-current Base Salary times “Deemed Annual Bonus for the Contract Year” shall be the greater of (aA) the number of full months remaining Annual Bonus earned by the Executive with respect to the calendar year immediately preceding the Contract Year in which the Term as of Executive’s employment terminates (including any year under the Termination DateExisting Employment Contract, divided by 12if applicable), or (bB) two the average of the Annual Bonuses (if any) earned by the Executive with respect to the three calendar years immediately preceding the Contract Year in either casewhich the Executive’s employment terminates (including any year under the Existing Employment Contract, if applicable). Upon any termination under this Section 8(a)(i), the “Cash Severance”); and Executive’s equity and/or long-term incentive awards which vest based solely on the passage of time (ii) accelerate the vesting and lapsing including any common shares or other equity issued or issuable upon achievement of restrictions any applicable performance goals achieved on all unvested or restricted equity awards awarded to the Employee prior to the Employee’s Termination Date, and, to the extent applicable, all such awards shall remain exercisable until the earlier to occur of the third anniversary of the Termination Date or the stated expiration of such award (the Cash Severance and accelerated vesting, collectively, the “Severance”), provided that no such accelerating awards shall be exercisable prior to the date of termination, including, without limitation, with respect to the Notional Unit Awards) shall fully vest as of the date of termination (including any accrued and unvested dividends thereon) and the transfer and/or restrictions and holding requirements on which such equity and/or long-term incentive awards shall also lapse as of the Employee’s executed release becomes irrevocabledate of termination. Each payment In addition, upon any termination under this Section 5(a) 8(a)(i), any equity awards and/or long-term incentive awards for which the performance goals remain outstanding shall vest and be treated as a separate payment for purposes of Code Section 409A (together paid and/or delivered in accordance with the regulations applicable award agreement; provided that in all events the Executive shall vest into no less than the number of units or shares the Executive would have received under the applicable award agreement if he remained employed indefinitely multiplied by a fraction the numerator of which is number of days the Executive was employed during the performance period and other official guidance promulgated thereunder, “Section 409A”). Notwithstanding the foregoing, if denominator is the 60-day period during which the Cash Severance may be paid spans two calendar years, such payment shall be made number of days in the performance period. The transfer and/or sale restrictions and holding requirements on such equity and/or long-term incentive awards shall also lapse on the later of the date of the Executive’s termination of employment or the vesting date of such calendar yearawards. Upon the Executive’s termination of employment under this Section 8(a)(i), the Executive agrees to make himself reasonably available during the 18-month period following his termination date upon the Company’s reasonable request to provide consulting services to the Company on the same terms and conditions applicable to the consulting services the Executive has agreed to provide upon his Retirement under Section 7(f) above.

Termination Without Cause or for Good Reason. Live Nation may terminate In the Employeeevent the Executive’s employment without Cause (as defined below) or with the Employee may terminate Company is terminated by the Employee’s employment for Good Reason (as defined below) at any time during the Term. If the Employee experiences a “separation from service” (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury Regulation Section 1.409A-1(h)) (a “Separation from Service”) due to the termination of the Employee’s employment by Live Nation Company without Cause or by the Employee’s termination of the Employee’s employment Executive for Good Reason, Live Nation at any time, and, provided no Change in Control shall promptly orhave occurred, the Company shall pay the Executive, in cash, aggregate severance payments equal to (a) his then base salary for up to twelve (12) months from the case Date of obligations described in clause Termination and (ivb) below, as such obligations become due, pay or provide to the Employee, product of (i) a fraction, the Employee’s earned but unpaid Base Salary accrued numerator of which is the number of days in the current fiscal year through the date Date of such Separation from Service (Termination, and the “Termination Date”), denominator of which is 365 and (ii) accrued but unpaid vacation time through the Termination Date, if any, (iii) reimbursement of any business expenses incurred by the Employee prior to the Termination Date that are reimbursable under Section 3(e) above, (iv) any vested benefits and other amounts due to the Employee under any plan, program or policy of Live Nation, (v) subject to Section 5(e) below, a pro-rated Bonus annual bonus for the calendar year in which preceding the Date of Termination Date occurs and (vi) any Bonus required to be that has most recently been paid to the Employee pursuant to this Agreement for any calendar year of Live Nation ending prior Executive. The Company shall pay to the Termination Date, to Executive any severance payments due hereunder in twelve (12) equal monthly payments on the extent payable, but not previously paid (together, the “Accrued Obligations”)first day of each month following such termination. In addition, subject to Sections 5(e) and 7(b) below and the Employee’s execution and non-revocation of a binding release in accordance with Section 5(f) below, in the event of the Employee’s Separation from Service with Live Nation by reason of a termination by Live Nation without Cause or a termination by the Employee for Good Reason, Live Nation shall (i) pay to the Employee, within 60 days of the Employee’s Termination Date (with the exact payment date to be determined by Live Nation in its sole discretion), except as set forth in the proviso to this clause, a lump-sum cash payment (less appropriate payroll deductions) equal to the Employee’s then-current Base Salary times the greater of (a) the number Executive shall have the right to exercise any stock options, long-term incentive awards or other similar awards held by him in accordance with the relevant plan documents or grant letter; provided, however, that to the extent any option or award would expire by its terms within six (6) months following the date of full termination, then the Executive may exercise said option or award until the earliest of (i) six (6) months remaining in following the Term as Date of Termination or (ii) ten (10) years following the date of grant or (iii) the end of the Termination Date, divided by 12, or original term of the option grant had the Executive continued employment with the Company; and (b) two the Company shall provide the Executive with continuing coverage under the life, disability, accident and health insurance programs for employees of the Company generally and under any supplemental programs covering executives of the Company, as from time to time in effect, for the twelve (in either case, the “Cash Severance”); and (ii12) accelerate the vesting and lapsing of restrictions on all unvested month period from such termination or restricted equity awards awarded to the Employee prior to the Employee’s Termination Date, and, to the extent applicable, all such awards shall remain exercisable until the earlier to occur Executive becomes eligible for substantially similar coverage under the employee plans of the third anniversary of the Termination Date or the stated expiration of such award (the Cash Severance and accelerated vestinga new employer, collectively, the “Severance”)whichever occurs earlier, provided that no such accelerating awards Executive’s right to elect continued medical coverage after termination of employment under Part 6 of Title I of the Employee Retirement Income Security Act of 1974, as amended, shall be exercisable prior deemed satisfied by the coverage provided in this clause (b). The Executive shall also be entitled to a continuation of all other benefits and reimbursements in effect at the time of termination for the twelve (12) month period following such termination or until the Executive becomes eligible for substantially similar benefits from a new employer, whichever is earlier. In addition, all stock options, restricted stock and other long-term awards held by Executive on the date on of termination under any of the Company’s long-term incentive plans that would vest or become exercisable within the twelve (12) months following such termination of employment had the Executive stayed in the employ of the Company shall vest or become immediately exercisable. Any part of the foregoing benefits that are attributable to participation in a plan in which the Employee’s executed release becomes irrevocable. Each payment Executive can no longer participate under this Section 5(a) applicable law, shall be treated as a separate payment paid by the Company from other sources such that the Executive receives substantially similar benefits to those provided for purposes of Code Section 409A (together with under the regulations and other official guidance promulgated thereunder, “Section 409A”)plan. Notwithstanding the foregoing, if the 60-day period during which the Cash Severance may All amounts payable hereunder shall be paid spans two calendar yearsmonthly during such twelve (12) month period and any amounts payable hereunder are in lieu of, such payment shall be made not in the later such calendar yearaddition to, amounts payable under Section 4.

Termination Without Cause or for Good Reason. Live Nation may terminate In the Employeeevent the Executive’s employment is terminated by the Company without Cause (as defined below) or by the Employee may terminate the Employee’s employment Executive for Good Reason (as defined below) at any time during time, the Term. If Executive shall receive, subject to the Employee experiences execution and timely return by the Executive of a “separation from service” release of claims in the form to be delivered by the Company, which release shall, by its terms, be irrevocable no later than the thirtieth (within 30th) day following his employment termination date, (a) severance pay in an aggregate amount equal to the meaning of Section 409A(a)(2)(A)(iExecutive’s Base Salary for twelve (12) months, less applicable payroll deductions and tax withholdings, payable in accordance with the normal payroll policies of the Internal Revenue Code of 1986Company over a twelve (12) month period, as amended (applicable, with the “Code”), and Treasury Regulation Section 1.409A-1(h)) (a “Separation from Service”) due first such payment being paid to the Executive on the Company’s first regular pay date on or after the thirtieth (30th) day following his employment termination of the Employee’s employment by Live Nation without Cause or the Employee’s termination of the Employee’s employment for Good Reason, Live Nation shall promptly or, in the case of obligations described in clause date; plus (iv) below, as such obligations become due, pay or provide to the Employee, (ib) the Employee’s earned but unpaid Base Salary accrued through the date of such Separation from Service (the “Termination Date”), (ii) accrued but unpaid vacation time through the Termination DatePerformance Bonus, if any, for the year of the Executive’s termination, subject, as applicable, to achievement of the performance metrics for such year and payable on the date such Performance Bonus would have been paid had the Executive remained actively employed. For purposes of this Agreement, “Good Reason” means a termination of employment because of: (iiix) reimbursement a materially adverse diminution in the Executive’s role or responsibilities without the Executive’s consent; or (y) any material breach of any business expenses incurred this Agreement by the Employee prior to Company or any other agreement with the Termination Date that are reimbursable under Section 3(e) Executive. In each such event listed above, the Executive shall give the Company written notice thereof within thirty (iv30) any vested benefits and other amounts due to days following the Employee under any planfirst occurrence of such event, program or policy of Live Nation, (v) subject to Section 5(e) below, a pro-rated Bonus for which notice shall specify in reasonable detail the calendar year in which the Termination Date occurs and (vi) any Bonus required to be paid to the Employee pursuant to this Agreement for any calendar year of Live Nation ending prior to the Termination Date, to the extent payable, but not previously paid (together, the “Accrued Obligations”). In addition, subject to Sections 5(e) and 7(b) below and the Employee’s execution and non-revocation of a binding release in accordance with Section 5(f) below, in the event of the Employee’s Separation from Service with Live Nation by reason of a termination by Live Nation without Cause or a termination by the Employee for circumstances constituting Good Reason, Live Nation and there shall be no Good Reason with respect to any such circumstances if cured by the Company within thirty (i30) pay to days after such notice or, if such event is not cured by the EmployeeCompany, within 60 days of the Employee’s Termination Date (Executive terminates his employment with the exact payment date to be determined by Live Nation in its sole discretion), except as set forth in Company no later than sixty (60) days following the proviso to this clause, a lump-sum cash payment (less appropriate payroll deductions) equal to the Employee’s then-current Base Salary times the greater of (a) the number of full months remaining in the Term as of the Termination Date, divided by 12, or (b) two (in either case, the “Cash Severance”); and (ii) accelerate the vesting and lapsing of restrictions on all unvested or restricted equity awards awarded to the Employee prior to the Employee’s Termination Date, and, to the extent applicable, all such awards shall remain exercisable until the earlier to occur of the third anniversary of the Termination Date or the stated expiration first occurrence of such award (the Cash Severance and accelerated vesting, collectively, the “Severance”), provided that no such accelerating awards shall be exercisable prior to the date on which the Employee’s executed release becomes irrevocable. Each payment under this Section 5(a) shall be treated as a separate payment for purposes of Code Section 409A (together with the regulations and other official guidance promulgated thereunder, “Section 409A”). Notwithstanding the foregoing, if the 60-day period during which the Cash Severance may be paid spans two calendar years, such payment shall be made in the later such calendar yearevent.

Termination Without Cause or for Good Reason. Live Nation may terminate the Employee’s 's employment without Cause (as defined below) or the Employee may terminate the Employee’s 's employment for Good Reason (as defined below) at any time during the Term. If the Employee experiences a “"separation from service” " (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “"Code”"), and Treasury Regulation Section 1.409A-1(hl.409A-l(h)) (a “"Separation from Service”") due to the termination of the Employee’s 's employment by Live Nation without Cause or the Employee’s 's termination of the Employee’s 's employment for Good Reason, Live Nation shall promptly or, in the case of obligations described in clause (iv) below, as such obligations become due, pay or provide to the Employee, (i) the Employee’s 's earned but unpaid Base Salary accrued through the date of such Separation from Service (the “"Termination Date”"), (ii) accrued but unpaid vacation time through the Termination Date, if any, (iii) reimbursement of any business expenses incurred by the Employee prior to the Termination Date that are reimbursable under Section 3(e) above, (iv) any vested benefits and other amounts due to the Employee under any plan, program or policy of Live Nation, (v) subject to Section 5(e) below, a pro-rated Bonus for the calendar year in which the Termination Date occurs and (vi) any Bonus required to be paid to the Employee pursuant to this Agreement for any calendar year of Live Nation ending prior to the Termination Date, to the extent payable, but not previously paid (together, the “"Accrued Obligations”"). In addition, subject to Sections 5(e) and 7(b) below and the Employee’s 's execution and non-revocation of a binding release in accordance with Section 5(f5(t) below, in the event of the Employee’s 's Separation from Service with Live Nation by reason of a termination by Live Nation without Cause or a termination by the Employee for Good Reason, Live Nation shall (i) pay to the Employee, within 60 days of the Employee’s 's Termination Date (with the exact payment date to be determined by Live Nation in its sole discretion), except as set forth in the proviso to this clause, a lump-sum cash payment (less appropriate payroll deductions) equal to the Employee’s 's then-current Base Salary times the greater of (a) the number of full months remaining in the Term as of the Termination Date, divided by 12, or (b) two (in either case, the “"Cash Severance”"); and (ii) accelerate the vesting and lapsing of restrictions on all unvested or restricted equity awards awarded to the Employee prior to the Employee’s 's Termination Date, and, to the extent applicable, all such awards shall remain exercisable until the earlier to occur of the third anniversary of the Termination Date or the stated expiration of such award (the Cash Severance and accelerated vesting, collectively, the “"Severance”"), provided that no such accelerating awards shall be exercisable prior to the date on which the Employee’s 's executed release becomes irrevocable. Each payment under this Section 5(a) shall be treated as a separate payment for purposes of Code Section 409A (together with the regulations and other official guidance promulgated thereunder, “"Section 409A”"). Notwithstanding the foregoing, if the 60-60- day period during which the Cash Severance may be paid spans two calendar years, such payment shall be made in the later such calendar year.

Termination Without Cause or for Good Reason. Live Nation may terminate the Employee’s employment without Cause (as defined below) or the Employee may terminate the Employee’s employment for Good Reason (as defined below) at any time during the Term. If the Employee experiences a “separation from service” (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury Regulation Section 1.409A-1(h)) (a “Separation from Service”) due to Upon the termination of the Employee’s employment hereunder by Live Nation the Company without Cause pursuant to Section 4(d), or by the Employee for Good Reason pursuant to Section 4(f), in each case other than in connection with a Change of Control as specified in Section 5(f) below, the Employee shall be entitled to receive (i) the Accrued Rights, and (ii) subject to delivering to the Company an executed written general release of claims in favor of the Company and its affiliates in a form acceptable to the Company (the “Release”) within 21 days following the date the Employee has been given a copy of the Release, and the expiration of the revocation period for such Release has become irrevocable by its terms within 7 days following the date the Employee returns the executed Release to the Company, (A) the Prorated Bonus Payment; (B) the Prorated Plan Benefit; (C) provided the Employee timely elects to continue health insurance benefits under the federal law known as COBRA, the Company shall pay the cost of family health insurance coverage at the same rate the Company contributed for the Employee’s family health insurance coverage prior to the Employee’s termination of employment with the Company until the earlier of twelve (12) months or the loss of COBRA entitlement; provided, however, that the Employee shall be responsible for the cost of any continuation coverage under COBRA that extends beyond twelve (12) months; and (D) his Base Salary in effect at termination, for six (6) months, payable in accordance with the normal payroll practices of the Company (the “Severance Benefit”). Following the Employee’s termination of employment for Good Reason, Live Nation shall promptly or, in the case of obligations described in clause (iv) below, as such obligations become due, pay or provide to the Employee, (i) the Employee’s earned but unpaid Base Salary accrued through the date of such Separation from Service (the “Termination Date”), (ii) accrued but unpaid vacation time through the Termination Date, if any, (iii) reimbursement of any business expenses incurred by the Employee prior to the Termination Date that are reimbursable under Section 3(e) above, (iv) any vested benefits and other amounts due to the Employee under any plan, program or policy of Live Nation, (v) subject to Section 5(e) below, a pro-rated Bonus for the calendar year in which the Termination Date occurs and (vi) any Bonus required to be paid to the Employee pursuant to this Agreement for any calendar year of Live Nation ending prior to the Termination Date, to the extent payable, but not previously paid (together, the “Accrued Obligations”). In addition, subject to Sections 5(e) and 7(b) below and the Employee’s execution and non-revocation of a binding release in accordance with Section 5(f) below, in the event of the Employee’s Separation from Service with Live Nation by reason of a termination by Live Nation Company without Cause or a termination by the Employee for For Good Reason, Live Nation shall (i) pay to the Employee, within 60 days of the Employee’s Termination Date (with the exact payment date to be determined by Live Nation in its sole discretion), except as set forth in the proviso to this clause, a lump-sum cash payment (less appropriate payroll deductions) equal to the Employee’s then-current Base Salary times the greater of (a) the number of full months remaining in the Term as of the Termination Date, divided by 12, or (b) two (in either caseSection 5(d), the “Cash Severance”); and (ii) accelerate the vesting and lapsing of restrictions on all unvested Employee shall have no further rights to any compensation or restricted equity awards awarded to the Employee prior to the Employee’s Termination Date, and, to the extent applicable, all such awards shall remain exercisable until the earlier to occur of the third anniversary of the Termination Date or the stated expiration of such award (the Cash Severance and accelerated vesting, collectively, the “Severance”), provided that no such accelerating awards shall be exercisable prior to the date on which the Employee’s executed release becomes irrevocable. Each payment any other benefits under this Section 5(a) shall be treated as a separate payment for purposes of Code Section 409A (together with the regulations and other official guidance promulgated thereunder, “Section 409A”). Notwithstanding the foregoing, if the 60-day period during which the Cash Severance may be paid spans two calendar years, such payment shall be made in the later such calendar yearAgreement.

Termination Without Cause or for Good Reason. Live Nation may terminate In the Employee’s event the Executive's employment without Cause (as defined below) or is terminated by the Employee may terminate the Employee’s employment for Good Reason (as defined below) at any time during the Term. If the Employee experiences a “separation from service” (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury Regulation Section 1.409A-1(h)) (a “Separation from Service”) due to the termination of the Employee’s employment by Live Nation Company without Cause or by the Employee’s termination of the Employee’s employment Executive for Good Reason, Live Nation the Executive shall promptly orreceive the following, subject to the execution and timely return by the Executive of a release of claims in the case form to be delivered by the Company, which release shall, by its terms, be irrevocable no later than the sixtieth (60th day following the termination of obligations described employment: (a) the Accrued Obligations, payable in clause a lump sum within the time period required by applicable law, and in no event later than thirty (iv30) below, as such obligations become due, days following termination of employment; (b) severance pay or provide in an amount equal to the Employee, (i) the Employee’s earned but unpaid Executive's Base Salary accrued through as of the date of such Separation from Service termination for twelve (the “Termination Date”), (ii12) accrued but unpaid vacation time through the Termination Date, if any, (iii) reimbursement of any business expenses incurred by the Employee prior to the Termination Date that are reimbursable under Section 3(e) above, (iv) any vested benefits and other amounts due to the Employee under any plan, program or policy of Live Nation, (v) subject to Section 5(e) below, a pro-rated Bonus for the calendar year months payable in which the Termination Date occurs and (vi) any Bonus required to be paid to the Employee pursuant to this Agreement for any calendar year of Live Nation ending prior to the Termination Date, to the extent payable, but not previously paid (together, the “Accrued Obligations”). In addition, subject to Sections 5(e) and 7(b) below and the Employee’s execution and non-revocation of a binding release equal instalments in accordance with Section 5(f) below, in the event normal payroll policies of the Employee’s Separation from Service with Live Nation by reason of a termination by Live Nation without Cause or a termination by the Employee for Good ReasonCompany, Live Nation shall (i) pay to the Employee, within 60 days of the Employee’s Termination Date (with the exact first instalment being paid on the Company's first regular pay date on or after the sixtieth (60th day following the termination of employment, which initial payment date to be determined by Live Nation in its sole discretion), except shall include all instalment amounts that would have been paid during the first sixty (60) days following the termination of employment had instalments commenced immediately following the termination date; and (c) any unpaid Performance Bonus earned and accrued as set forth in the proviso to Schedule A, payable as set forth therein. For purposes of this clauseAgreement, a lump-sum cash payment (less appropriate payroll deductions) equal to the Employee’s then-current Base Salary times the greater of "Good Reason" means termination because of: (a) a materially adverse change without the number of full months remaining Executive's consent in the Term as of the Termination Date, divided by 12, or Executive's title; (b) two a materially adverse diminution in the Executive's duties; provided, however that a change in the Executive's reporting lines or the Company's employment of another officer or employee in a newly created position or otherwise shall not be deemed to constitute, or result in, a material adverse diminution of the Executive's duties for purposes hereunder; (in either casec) the Executive's principal duties are required to be performed, the “Cash Severance”)on a permanent basis, at a principal business location no more than fifty (50) miles from New York City, New York; and (iid) accelerate a material breach by the vesting Company of this Agreement or any other agreement to which the Executive and lapsing of restrictions on all unvested or restricted equity awards awarded to the Employee prior to the Employee’s Termination Date, and, to the extent applicable, all Company are parties. In each such awards shall remain exercisable until the earlier to occur of the third anniversary of the Termination Date or the stated expiration of such award (the Cash Severance and accelerated vesting, collectivelyevent listed above, the “Severance”)Executive shall give the Company written notice thereof which shall specify in reasonable detail the circumstances constituting Good Reason, provided that no such accelerating awards and there shall be exercisable prior no Good Reason with respect to any such circumstances if cured by the date on which the Employee’s executed release becomes irrevocable. Each payment under this Section 5(aCompany within thirty (30) shall be treated as a separate payment for purposes of Code Section 409A (together with the regulations and other official guidance promulgated thereunder, “Section 409A”). Notwithstanding the foregoing, if the 60-day period during which the Cash Severance may be paid spans two calendar years, days after such payment shall be made in the later such calendar yearnotice.

Termination Without Cause or for Good Reason. Live Nation may terminate In the Employee’s employment without event that this Agreement is terminated by either (a) the Company for any reason other than for Cause or (as defined belowb) or the Employee may terminate the Employee’s employment Executive for Good Reason Reason, but excluding such a termination following a Change in Control, Executive shall be entitled to receive a single lump sum payment equal to the sum of the following amounts: (as defined below1) at the amount of any time accrued and unpaid Base Pay then due to Executive and any accrued and unpaid bonus, (2) the value of any accrued and unused vacation, and (3) a single lump sum payment equal to (i) 150% of Executive’s then current Base Pay and (ii) a pro rata portion of Executive’s bonus that would have been earned with respect to the year in which the termination had the Executive remained employed through the end of the performance period based upon the number of months in the year of termination ending on the Date of Termination (assuming for this Article 3.1 that Executive has worked the full month of the month in which the Date of Termination Control occurs) to the extent the performance goals for the performance period have been achieved, for any performance periods beginning after January 1, 2009; provided, that, by way of clarification, in no event shall any such payment be made in the event this Agreement is terminated pursuant to Section 2.1. In addition, the Executive shall be entitled to (i) elect continuation coverage under COBRA during the Term. If Severance Period and the Employee experiences a “separation from service” Company hereby agrees to pay the premiums for such continuation coverage, (within ii) elect health care continuation coverage on substantially the meaning same terms as existed prior to the Date of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury Regulation Section 1.409A-1(h)) (a “Separation from Service”) due to Termination for an additional eighteen months following the termination of the Employee’s employment by Live Nation without Cause or Severance Period provided that the Employee’s termination of the Employee’s employment for Good Reason, Live Nation Executive shall promptly or, in the case of obligations described in clause (iv) below, as such obligations become due, pay or provide to the EmployeeCompany a monthly amount equal to the COBRA premium that would be payable had the Executive been entitled to COBRA coverage under the applicable health care plan, (i) the Employee’s earned but unpaid Base Salary accrued through the date of such Separation from Service (the “Termination Date”), (ii) accrued but unpaid vacation time through the Termination Date, if any, and (iii) reimbursement for the duration of any business expenses incurred the Severance Period, to receive all fringe benefits and perquisites to which he is entitled under this Agreement and which may legally be provided by the Employee prior Company to non-employees (including without limitation cellular telephone, blackberry (or other PDA) and the Termination Date that are reimbursable car allowance provided for under Section 3(e) above, (iv) any vested benefits and other amounts due to the Employee under any plan, program or policy Article 1.13 of Live Nation, (v) subject to Section 5(e) below, a pro-rated Bonus for the calendar year in which the Termination Date occurs and (vi) any Bonus required to be paid to the Employee pursuant to this Agreement for any calendar year of Live Nation ending prior to the Termination Date, to the extent payableAgreement, but not previously paid excluding the housing allowance other than amounts (together, on a grossed-up basis) necessary to pay lease or rental payments for Executive’s apartment described in Section 1.12 with respect to any lease existing at the “Accrued Obligations”). In addition, subject to Sections 5(e) and 7(b) below and the Employee’s execution and non-revocation Date of a binding release in accordance with Section 5(f) below, in the event of the Employee’s Separation from Service with Live Nation by reason of a termination by Live Nation without Cause or a termination by the Employee for Good Reason, Live Nation shall (i) pay to the Employee, within 60 days of the Employee’s Termination Date (with the exact payment date to be determined by Live Nation in its sole discretion), except as set forth in the proviso to this clause, a lump-sum cash payment (less appropriate payroll deductions) equal to the Employee’s then-current Base Salary times the greater of (a) the number of full months remaining in the Term as of the Termination Date, divided by 12, or (b) two (in either case, the “Cash Severance”); and (ii) accelerate the vesting and lapsing of restrictions on all unvested or restricted equity awards awarded to the Employee prior to the Employee’s Termination Date, and, to the extent applicable, all such awards shall remain exercisable until the earlier to occur of the third anniversary of the Termination Date or the stated expiration of such award (the Cash Severance and accelerated vesting, collectively, the “Severance”)Termination, provided that no such accelerating awards lease or rental payments shall be exercisable prior to not exceed the date on which duration of the Employee’s executed release becomes irrevocable. Each payment under this Section 5(a) shall be treated as a separate payment for purposes Severance Period regardless of Code Section 409A (together with the regulations and other official guidance promulgated thereunder, “Section 409A”length of the lease). Notwithstanding the foregoing, if the 60-day period during which the Cash Severance may be paid spans two calendar years, such payment shall be made in the later such calendar year.

Termination Without Cause or for Good Reason. Live Nation may terminate the Employee’s employment without Cause (as defined below) or the Employee may terminate the Employee’s employment for Good Reason (as defined below) at any time during the Term. If the Employee experiences a “separation from service” (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury Regulation Section 1.409A-1(h)) (a “Separation from Service”) due to the termination of the Employee’s employment by Live Nation without Cause or the Employee’s termination of the Employee’s employment for Good ReasonReason during the Term, Live Nation shall promptly or, in the case of obligations described in clause (iviii) below, as such obligations become due, pay or provide to the Employee, (i) the Employee’s earned but unpaid Base Salary accrued through the date of such Separation from Service (the “Termination Date”), (ii) accrued but unpaid vacation time through the Termination Date, if any, (iii) reimbursement of any business expenses incurred by the Employee prior to the Termination Date that are reimbursable under Section 3(e) above, and (iviii) any vested benefits and other amounts due to the Employee under any plan, program or policy of Live Nation, (v) subject to Section 5(e) below, a pro-rated Bonus for the calendar year in which the Termination Date occurs and (vi) any Bonus required to be paid to the Employee pursuant to this Agreement for any calendar year of Live Nation ending prior to the Termination Date, to the extent payable, but not previously paid (together, the “Accrued Obligations”). In addition, subject to Sections 5(e) and 7(b) below and the Employee’s execution and non-revocation of a binding release in accordance with Section 5(f5(g) below, in the event of the Employee’s Separation from Service with Live Nation by reason of a termination by Live Nation without Cause or a termination by the Employee for Good Reason, Live Nation shall (i) pay to the Employee, Employee in a lump-sum payment within 60 90 days of the Employee’s Termination Date, but in no event later than March 15 of the calendar year immediately following the calendar year in which the Termination Date occurs, provided the Employee has executed and not revoked the binding release prior to that date, the equivalent of nine (with the exact payment date 9) months Base Salary, as in effect immediately prior to be determined by Live Nation in its sole discretion), except as set forth in the proviso to this clause, a lump-sum cash payment (less appropriate payroll deductions) equal to the Employee’s then-current Base Salary times the greater of (a) the number of full months remaining in the Term as of the Termination Date, divided by 12, or less withholdings for applicable taxes and appropriate payroll deductions (b) two (in either case, the “Cash Severance”); and (ii) accelerate the vesting and lapsing of restrictions on all unvested or restricted equity awards awarded to the Employee prior to the Employee’s Termination Date, and, to the extent applicable, all such awards shall remain exercisable until the earlier to occur of the third anniversary of the Termination Date or the stated expiration of such award (the Cash Severance and accelerated vesting, collectively, the “Severance”). Additionally, provided that no such accelerating awards shall be exercisable prior if, due to the date on which ongoing COVID-19 Issue or such similar pandemic or other infectious control measures, acts of God, mandates and / or restrictions imposed by applicable local, state or federal governments, live events and/or the concert business is significantly impeded or prevented from operating and there are company- or division-wide furloughs occurring related to similarly situated employees and the Employee’s executed release becomes irrevocable. Each payment employment is temporarily furloughed or Base Salary is reduced, the Employee agrees that such temporary furlough or salary reduction shall not be deemed a termination without Cause under this Section 5(a) shall be treated as Agreement or deemed a separate payment for purposes breach of Code Section 409A (together with the regulations and other official guidance promulgated thereunder, “Section 409A”)this Agreement. Notwithstanding the foregoing, if the 60-day period during which Employee will remain eligible for Severance in accordance with the Cash provisions contained in this Section 5 based on the date the furlough occurred only for purposes of determining how much Severance may be paid spans two calendar years, owed under this Section 5 under the following circumstances: (A) such payment shall be made in temporary furlough exceeds twelve (12) months; or (B) Live Nation notifies the later such calendar yearEmployee that the Employee’s employment with Live Nation is terminated without Cause immediately after or during the furlough.

Termination Without Cause or for Good Reason. Live Nation may terminate In the Employeeevent that Executive’s employment without Cause (as defined below) or is terminated by the Employee may terminate the Employee’s employment for Good Reason (as defined below) at any time during the Term. If the Employee experiences a “separation from service” (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury Regulation Section 1.409A-1(h)) (a “Separation from Service”) due to the termination of the Employee’s employment by Live Nation Company without Cause or the Employee’s termination of the Employee’s employment by Executive for Good Reason, Live Nation shall promptly orsubject to Executive’s compliance with post-employment termination obligations including, without limitation, as provided in the case Covenant Agreement referred to in Section 5 below and subject to applicable withholdings, Executive (or Executive’s legal representative), shall receive in addition to his Accrued Compensation and Other Benefits as outlined in Section 4.6, a severance amount equal to twelve (12) months of obligations described Base Salary, payable in clause (iv) below, installments as such obligations become due, provided in this Section 4.7. The Company shall also pay or provide Executive an additional amount equal to the Employeemonthly COBRA premiums for Executive and his dependents, grossed-up for federal income taxes, for eighteen (i18) months. The foregoing severance amounts shall be paid in substantially equivalent installments in the Employee’s earned but unpaid Base Salary accrued through same manner and at the date of such Separation from Service same intervals as Executive was being paid immediately prior to termination (the “Termination Date”), (ii) accrued but unpaid vacation time through the Termination Date, if any, (iii) reimbursement of any business expenses incurred by the Employee prior to the Termination Date that are reimbursable under Section 3(e) above, (iv) any vested benefits and other amounts due to the Employee under any plan, program or policy of Live Nation, (v) subject to Section 5(e) below, a pro-rated Bonus for the calendar year in which the Termination Date occurs and (vi) any Bonus required to be paid to the Employee pursuant to this Agreement for any calendar year of Live Nation ending prior to the Termination Date, to the extent payable, but not previously paid (together, the “Accrued ObligationsSeverance Payments”). In addition, subject to Sections 5(e) and 7(b) below and the EmployeeExecutive’s execution and non-revocation of a binding release in accordance with Section 5(f) below, in the event of the Employee’s Separation from Service with Live Nation by reason of a termination by Live Nation without Cause or a termination by the Employee for Good Reason, Live Nation shall (i) pay to the Employee, within 60 days of the Employee’s Termination Date (with the exact payment date to be determined by Live Nation in its sole discretion), except as set forth in the proviso to this clause, a lump-sum cash payment (less appropriate payroll deductions) equal to the Employee’s then-current Base Salary times the greater of (a) the number of full months remaining in the Term as of the Termination Date, divided by 12, or (b) two (in either case, the “Cash Severance”); and (ii) accelerate the vesting and lapsing of restrictions on all unvested or restricted equity awards awarded to the Employee prior to the Employee’s Termination Date, and, to the extent applicable, all such awards shall remain exercisable until the earlier to occur of the third anniversary of the Termination Date or the stated expiration of such award (the Cash Severance and accelerated vesting, collectively, the “Severance”), provided that no such accelerating awards shall be exercisable prior to the date on which the Employee’s executed release becomes irrevocable. Each payment rights under this Section 5(a) 4.7 shall be treated contingent upon Executive executing and not revoking a separation and release agreement (the “Release”) in form and substance substantially similar to the Separation Agreement and General Release of Claims attached hereto as Exhibit A, and Executive’s return of Company property within the time period specified in the in the Separation Agreement and General Release of Claims; provided, however, that if such period begins in one calendar year and ends in a separate payment for purposes of Code Section 409A (together with the regulations and other official guidance promulgated thereunder, “Section 409A”). Notwithstanding the foregoing, if the 60-day period during which the Cash Severance may be paid spans two second calendar yearsyear, such payments shall commence in the second calendar year no later than ten business days following the last day of such period, and the installment payment shall be made in the later such second calendar year shall include the installment(s) that would otherwise have been paid during the earlier calendar year. Additionally, Executive will become 100% vested in any awards outstanding under the 2013 Plan or similar plan.

Termination Without Cause or for Good Reason. Live Nation may terminate In the Employeeevent the Executive’s employment without Cause (as defined below) or with the Employee may terminate Company is terminated by the Employee’s employment for Good Reason (as defined below) at any time during the Term. If the Employee experiences a “separation from service” (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury Regulation Section 1.409A-1(h)) (a “Separation from Service”) due to the termination of the Employee’s employment by Live Nation Company without Cause or by the Employee’s termination of the Employee’s employment Executive for Good Reason, Live Nation at any time, and, provided no Change in Control shall promptly orhave occurred, the Company shall pay the Executive, in cash, aggregate severance payments equal to (a) his then base salary for twelve (12) months from the case Date of obligations described in clause Termination and (ivb) below, as such obligations become due, pay or provide to the Employee, product of (i) a fraction, the Employee’s earned but unpaid Base Salary accrued numerator of which is the number of days in the current fiscal year through the date Date of such Separation from Service (Termination, and the “Termination Date”), denominator of which is 365 and (ii) accrued but unpaid vacation time through the Termination Date, if any, (iii) reimbursement of any business expenses incurred by the Employee prior target annual bonus. The Company shall pay to the Termination Date that are reimbursable under Section 3(eExecutive any severance payments due hereunder in twelve (12) above, (iv) any vested benefits and other amounts due to equal monthly payments on the Employee under any plan, program or policy first day of Live Nation, (v) subject to Section 5(e) below, a pro-rated Bonus for the calendar year in which the Termination Date occurs and (vi) any Bonus required to be paid to the Employee pursuant to this Agreement for any calendar year of Live Nation ending prior to the Termination Date, to the extent payable, but not previously paid (together, the “Accrued Obligations”)each month following such termination. In addition, subject to Sections 5(e) and 7(b) below and the Employee’s execution and non-revocation of a binding release in accordance with Section 5(f) below, in the event of the Employee’s Separation from Service with Live Nation by reason of a termination by Live Nation without Cause or a termination by the Employee for Good Reason, Live Nation shall (i) pay to the Employee, within 60 days of the Employee’s Termination Date (with the exact payment date to be determined by Live Nation in its sole discretion), except as set forth in the proviso to this clause, a lump-sum cash payment (less appropriate payroll deductions) equal to the Employee’s then-current Base Salary times the greater of (a) the number Executive shall have the right to exercise any stock options, long-term incentive awards or other similar awards held by him in accordance with the relevant plan documents or grant letter; provided, however, that to the extent any option or award would expire by its terms within six (6) months following the date of full termination, then the Executive may exercise said option or award until the earliest of (i) six (6) months remaining in following the Term as Date of Termination or (ii) ten (10) years following the date of grant or (iii) the end of the Termination Date, divided by 12, or original term of the option grant had the Executive continued employment with the Company; and (b) two the Company shall provide the Executive with continuing coverage under the life, disability, accident and health insurance programs for employees of the Company generally and under any supplemental programs covering executives of the Company, as from time to time in effect, for the twelve (in either case, the “Cash Severance”); and (ii12) accelerate the vesting and lapsing of restrictions on all unvested month period from such termination or restricted equity awards awarded to the Employee prior to the Employee’s Termination Date, and, to the extent applicable, all such awards shall remain exercisable until the earlier to occur Executive becomes eligible for substantially similar coverage under the employee plans of the third anniversary of the Termination Date or the stated expiration of such award (the Cash Severance and accelerated vestinga new employer, collectively, the “Severance”)whichever occurs earlier, provided that no such accelerating awards Executive’s right to elect continued medical coverage after termination of employment under Part 6 of Title I of the Employee Retirement Income Security Act of 1974, as amended, shall be exercisable prior deemed satisfied by the coverage provided in this clause (b). The Executive shall also be entitled to a continuation of all other benefits and reimbursements in effect at the time of termination for the twelve (12) month period following such termination or until the Executive becomes eligible for substantially similar benefits from a new employer, whichever is earlier. In addition, all stock options, restricted stock and other long-term awards held by Executive on the date on of termination under any of the Company’s long-term incentive plans that would vest or become exercisable within the twelve (12) months following such termination of employment had the Executive stayed in the employ of the Company shall vest or become immediately exercisable. Any part of the foregoing benefits that are attributable to participation in a plan in which the Employee’s executed release becomes irrevocable. Each payment Executive can no longer participate under this Section 5(a) applicable law, shall be treated as a separate payment paid by the Company from other sources such that the Executive receives substantially similar benefits to those provided for purposes of Code Section 409A (together with under the regulations and other official guidance promulgated thereunder, “Section 409A”)plan. Notwithstanding the foregoing, if the 60-day period during which the Cash Severance may All amounts payable hereunder shall be paid spans two calendar yearsmonthly during such twelve (12) month period and any amounts payable hereunder are in lieu of, such payment shall be made not in the later such calendar yearaddition to, amounts payable under Section 4.

Termination Without Cause or for Good Reason. Live Nation may terminate In the Employeeevent the Executive’s employment without Cause (as defined below) or with the Employee may terminate Company is terminated by the Employee’s employment for Good Reason (as defined below) at any time during the Term. If the Employee experiences a “separation from service” (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury Regulation Section 1.409A-1(h)) (a “Separation from Service”) due to the termination of the Employee’s employment by Live Nation Company without Cause or by the Employee’s termination of the Employee’s employment Executive for Good Reason, Live Nation at any time, and, provided no Change in Control shall promptly orhave occurred, the Company shall pay the Executive, in the case of obligations described in clause (iv) belowcash, as such obligations become due, pay or provide aggregate severance payments equal to the EmployeeSeverance. The Company shall pay to the Executive any such severance payments due hereunder in twenty four (24) equal monthly payments on the first day of each month following such termination. In addition, (a) the Executive shall have the right to exercise any stock options, long-term incentive awards or other similar awards held by him in accordance with the relevant plan documents or grant letter; provided, however, that to the extent any option or award would expire by its terms within six (6) months following the date of termination, then the Executive may exercise said option or award until the earliest of (i) six (6) months following the Employee’s earned but unpaid Base Salary accrued through the date Date of such Separation from Service (the “Termination Date”)Termination, (ii) accrued but unpaid vacation time through ten (10) years following the Termination Date, if any, date of grant or (iii) reimbursement the end of the original term of the option grant had the Executive continued employment with the Company; and (b) the Company shall provide theExecutive with continuing coverage under the life, disability, accident and health insurance programs for employees of the Company generally and under any business expenses incurred supplemental programs covering executives of the Company, as from time to time in effect, for the twenty four (24) month period from such termination or until the Executive becomes eligible for substantially similar coverage under the employee plans of a new employer, whichever occurs earlier, provided that the Executive’s right to elect continued medical coverage after termination of employment under Part 6 of Title I of the Employee Retirement Income Security Act of 1974, as amended, shall be deemed satisfied by the Employee prior coverage provided in this clause (b). The Executive shall also be entitled to the Termination Date that are reimbursable under Section 3(e) above, (iv) any vested a continuation of all other benefits and other amounts due to reimbursements in effect at the Employee under any plan, program or policy time of Live Nation, (v) subject to Section 5(e) below, a pro-rated Bonus termination for the calendar year in which twenty four (24) month period following such termination or until the Termination Date occurs and (vi) any Bonus required to be paid to the Employee pursuant to this Agreement Executive becomes eligible for any calendar year of Live Nation ending prior to the Termination Datesubstantially similar benefits from a new employer, to the extent payable, but not previously paid (together, the “Accrued Obligations”)whichever is earlier. In addition, subject to Sections 5(eall stock options and restricted stock held by the Executive on the date of termination under any of the Company’s equity plans that would become exercisable within the twenty four (24) and 7(b) below and months following such termination of employment had the Employee’s execution and non-revocation of a binding release in accordance with Section 5(f) below, Executive stayed in the event employ of the Employee’s Separation from Service with Live Nation by reason Company shall become immediately exercisable. Any part of the foregoing benefits that are attributable to participation in a termination by Live Nation without Cause or a termination plan in which the Executive can no longer participate under applicable law, shall be paid by the Employee Company from other sources such that the Executive receives substantially similar benefits to those provided for Good Reason, Live Nation shall (i) pay to under the Employee, within 60 days of the Employee’s Termination Date (with the exact payment date to be determined by Live Nation in its sole discretion), except as set forth in the proviso to this clause, a lump-sum cash payment (less appropriate payroll deductions) equal to the Employee’s then-current Base Salary times the greater of (a) the number of full months remaining in the Term as of the Termination Date, divided by 12, or (b) two (in either case, the “Cash Severance”); and (ii) accelerate the vesting and lapsing of restrictions on all unvested or restricted equity awards awarded to the Employee prior to the Employee’s Termination Date, and, to the extent applicable, all such awards shall remain exercisable until the earlier to occur of the third anniversary of the Termination Date or the stated expiration of such award (the Cash Severance and accelerated vesting, collectively, the “Severance”), provided that no such accelerating awards plan. All amounts payable hereunder shall be exercisable prior to the date on which the Employee’s executed release becomes irrevocable. Each payment paid monthly during such twenty four (24) month period and any amounts payable hereunder are in lieu of, not in addition to, amounts payable under this Section 5(a) shall be treated as a separate payment for purposes of Code Section 409A (together with the regulations and other official guidance promulgated thereunder, “Section 409A”). Notwithstanding the foregoing, if the 60-day period during which the Cash Severance may be paid spans two calendar years, such payment shall be made in the later such calendar year4.

Termination Without Cause or for Good Reason. Live Nation may terminate If the Employee’s employment Employment Period is terminated by the Company Group without Cause or by Executive as a result of a resignation for Good Reason, in addition to the Accrued Benefits, Executive shall be entitled to receive (1) continuation of the Base Salary (as in effect immediately prior to termination of employment) for a period of twelve (12) months following the date of termination (but subject to the immediately following paragraph) in accordance with the payroll schedule in effect at the time; (2) the Annual Bonus for the calendar year immediately preceding the year of termination to the extent earned in full and unpaid as of the effective date of such termination; (3) if Executive timely and properly elects to continue participation in any group medical, dental, vision and/or prescription drug plan benefits to which Executive and/or Executive’s eligible dependents would be entitled under 29 U.S.C. § 1161 et seq. (commonly known as “COBRA”) following the termination of the Employment Period, then Executive shall be entitled to continuation of group health plan benefits for a period of twelve (12) months following the date of termination, with the cost of the regular premium for such benefits shared in the same relative proportion by the Company Group and Executive as in effect on the date of termination until the earliest of (A) the expiration of the twelve (12) month period following the date of termination; (B) the expiration of Executive’s continuation coverage under COBRA; and (C) the date of commencement of any employment or self-employment in which comparable benefits are available to the Executive as a result of such employment or self-employment; and (4) with respect to the equity awards described in Section 3(c) to the extent then unvested, that portion of such equity awards that would have vested over the twelve month period following the date of termination (25,000 Restricted Stock Units and up to 96,250 Non-Qualified Options) shall be deemed vested as of the date of termination and such Non-Qualified Options, to the extent vested, shall remain exercisable for a period of twelve (12) months from the date of termination; provided, however, that if such termination occurs on, in connection with or within one year following a Change of Control (as defined belowin the Equity Plan), the equity awards described above in Section 3(c), to the extent then unvested, shall vest in full as of the date of termination and the vested Non-Qualified Options shall remain exercisable following the Change of Control only if option grants under the Equity Plan generally remain outstanding following the Change of Control pursuant to the applicable transaction documents; provided further, that, in the case of such a termination in connection with a Change of Control, such additional vesting shall only occur so long as the Change of Control occurs within four months of the date of termination and such additional vestings due to the Change of Control shall be deemed vested on the date of the Change of Control rather than the date of termination (items (1) through (4) collectively, the “Severance Benefits”); provided, however, that the Company Group’s obligation to provide the Severance Benefits to Executive pursuant to this Section 4(b)(ii) shall be conditioned upon Executive’s execution and the irrevocability of a release in a form acceptable to the Company within thirty (30) days after Executive’s last day of employment with the Company Group (the “Release”). Executive shall not be entitled to any other salary, compensation (including equity that remains unvested after application of this Section 4(b)(ii)) or other benefits after termination of the Employee Employment Period, except as specifically provided for in the Company Group’s employee benefit plans or as otherwise expressly required by applicable law. Notwithstanding the foregoing, nothing in this Section 4(b)(ii) shall be construed to affect Executive’s right to receive the COBRA continuation entirely at Executive’s own cost to the extent that Executive may terminate continue to be entitled to the EmployeeCOBRA continuation after Executive’s employment for Good Reason (as defined belowright to cost-sharing under the Severance Benefits ceases. Any Severance Payments payable pursuant to this Section 4(b)(ii) at any time shall not be paid until the first scheduled payment date following the date the Release is executed and no longer subject to revocation, with the first such payment being in an amount equal to the total amount to which Executive would otherwise have been entitled during the Term. If period following the Employee experiences date of termination if such deferral had not been required; provided, however, that any such amounts that constitute nonqualified deferred compensation within the meaning of Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (“Section 409A”) shall not be paid until the 60th day following such termination to the extent necessary to avoid adverse tax consequences under Section 409A, and, if such payments are required to be so deferred, the first payment shall be in an amount equal to the total amount to which Executive would otherwise have been entitled during the period following the date of termination if such deferral had not been required; provided further that, if Executive is a “separation from servicespecified employee” (within the meaning of Section 409A(a)(2)(A)(i409A, any Severance Payments payable to Executive under this Section 4(b)(ii) of during the Internal Revenue Code of 1986, as amended (the “Code”), first six months and Treasury Regulation Section 1.409A-1(h)) (a “Separation from Service”) due to the termination of the Employee’s employment by Live Nation without Cause or the Employee’s termination of the Employee’s employment for Good Reason, Live Nation shall promptly or, in the case of obligations described in clause (iv) below, as such obligations become due, pay or provide to the Employee, (i) the Employee’s earned but unpaid Base Salary accrued through one day following the date of termination pursuant to this Section 4(b)(ii) that constitute nonqualified deferred compensation within the meaning of Section 409A shall not be paid until the date that is six (6) months and one day following such Separation from Service (termination to the “Termination Date”)extent necessary to avoid adverse tax consequences under Section 409A, (ii) accrued but unpaid vacation time through the Termination Dateand, if any, (iii) reimbursement of any business expenses incurred by the Employee prior to the Termination Date that such payments are reimbursable under Section 3(e) above, (iv) any vested benefits and other amounts due to the Employee under any plan, program or policy of Live Nation, (v) subject to Section 5(e) below, a pro-rated Bonus for the calendar year in which the Termination Date occurs and (vi) any Bonus required to be paid to the Employee pursuant to this Agreement for any calendar year of Live Nation ending prior to the Termination Date, to the extent payable, but not previously paid (togetherso deferred, the “Accrued Obligations”). In addition, subject to Sections 5(e) and 7(b) below and the Employee’s execution and non-revocation of a binding release first payment shall be in accordance with Section 5(f) below, in the event of the Employee’s Separation from Service with Live Nation by reason of a termination by Live Nation without Cause or a termination by the Employee for Good Reason, Live Nation shall (i) pay to the Employee, within 60 days of the Employee’s Termination Date (with the exact payment date to be determined by Live Nation in its sole discretion), except as set forth in the proviso to this clause, a lump-sum cash payment (less appropriate payroll deductions) an amount equal to the Employee’s then-current Base Salary times total amount to which Executive would otherwise have been entitled to during the greater of (a) the number of full months remaining in the Term as of the Termination Date, divided by 12, or (b) two (in either case, the “Cash Severance”); and (ii) accelerate the vesting and lapsing of restrictions on all unvested or restricted equity awards awarded to the Employee prior to the Employee’s Termination Date, and, to the extent applicable, all such awards shall remain exercisable until the earlier to occur of the third anniversary of the Termination Date or the stated expiration of such award (the Cash Severance and accelerated vesting, collectively, the “Severance”), provided that no such accelerating awards shall be exercisable prior to period following the date on which the Employee’s executed release becomes irrevocable. Each payment under this Section 5(a) shall be treated as a separate payment for purposes of Code Section 409A (together with the regulations and other official guidance promulgated thereunder, “Section 409A”). Notwithstanding the foregoing, termination if the 60-day period during which the Cash Severance may be paid spans two calendar years, such payment shall be made in the later such calendar yeardeferral had not been required.

Termination Without Cause or for Good Reason. Live Nation may terminate the Employee’s employment without Cause (as defined below) or the Employee may terminate the Employee’s employment for Good Reason (as defined below) at any time during the Term. If the Employee experiences a “separation from service” (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury Regulation Section 1.409A-1(h)) (a “Separation from Service”) due to Upon the termination of the EmployeeExecutive’s employment hereunder by Live Nation the Company without Cause pursuant to Section 4(d), or by the Employee’s termination of the Employee’s employment Executive for Good Reason, Live Nation shall promptly orReason pursuant to Section 4(f), in the each case other than in connection with a Change of obligations described Control as specified in clause (iv) below, as such obligations become due, pay or provide to the Employee, (i) the Employee’s earned but unpaid Base Salary accrued through the date of such Separation from Service (the “Termination Date”), (ii) accrued but unpaid vacation time through the Termination Date, if any, (iii) reimbursement of any business expenses incurred by the Employee prior to the Termination Date that are reimbursable under Section 3(e) above, (iv) any vested benefits and other amounts due to the Employee under any plan, program or policy of Live Nation, (v) subject to Section 5(e) below, a pro-rated Bonus for the calendar year in which the Termination Date occurs and (vi) any Bonus required to be paid to the Employee pursuant to this Agreement for any calendar year of Live Nation ending prior to the Termination Date, to the extent payable, but not previously paid (together, the “Accrued Obligations”). In addition, subject to Sections 5(e) and 7(b) below and the Employee’s execution and non-revocation of a binding release in accordance with Section 5(f) below, the Executive shall be entitled to receive (i) the Accrued Rights, and (ii) subject to delivering to the Company an executed written general release of claims in the event favor of the EmployeeCompany and its affiliates in a form acceptable to the Company (the “Release”) within 21 days following the date the Executive has been given a copy of the Release, and the expiration of the revocation period for such Release has become irrevocable by its terms within 7 days following the date the Executive returns the executed Release to the Company and, if he should be a director of the Company, Executive’s Separation resignation from Service the Board in accordance with Live Nation Section 5(g) hereof, (A) the Prorated Bonus Payment; (B) the Prorated Plan Benefit; (C) provided the Executive timely elects to continue health insurance benefits under the federal law known as COBRA, the Company shall pay the cost of family health insurance coverage at the same rate the Company contributed for the Executive’s family health insurance coverage prior to the Executive’s termination of employment with the Company until the earlier of twelve (12) months or the loss of COBRA entitlement; provided, however, that the Executive shall be responsible for the cost of any continuation coverage under COBRA that extends beyond twelve (12) months; and (D) his Base Salary in effect at termination, for twelve (12) months, payable in accordance with the normal payroll practices of the Company (the “Severance Benefit”). Following the Executive’s termination of employment by reason of a termination by Live Nation the Company without Cause or a termination by the Employee for For Good Reason, Live Nation shall (i) pay to the Employee, within 60 days of the Employee’s Termination Date (with the exact payment date to be determined by Live Nation in its sole discretion), except as set forth in the proviso to this clause, a lump-sum cash payment (less appropriate payroll deductions) equal to the Employee’s then-current Base Salary times the greater of (a) the number of full months remaining in the Term as of the Termination Date, divided by 12, or (b) two (in either caseSection 5(d), the “Cash Severance”); and (ii) accelerate the vesting and lapsing of restrictions on all unvested Executive shall have no further rights to any compensation or restricted equity awards awarded to the Employee prior to the Employee’s Termination Date, and, to the extent applicable, all such awards shall remain exercisable until the earlier to occur of the third anniversary of the Termination Date or the stated expiration of such award (the Cash Severance and accelerated vesting, collectively, the “Severance”), provided that no such accelerating awards shall be exercisable prior to the date on which the Employee’s executed release becomes irrevocable. Each payment any other benefits under this Section 5(a) shall be treated as a separate payment for purposes of Code Section 409A (together with the regulations and other official guidance promulgated thereunder, “Section 409A”). Notwithstanding the foregoing, if the 60-day period during which the Cash Severance may be paid spans two calendar years, such payment shall be made in the later such calendar yearAgreement.

Termination Without Cause or for Good Reason. Live Nation may terminate If the Employee’s Executive's employment and the Employment Term is terminated by the Company without Cause (as defined belowexcept by reason of the Executive's Death or Disability) or by the Employee may terminate the Employee’s employment for Good Reason (as defined below) at any time during the Term. If the Employee experiences a “separation from service” (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury Regulation Section 1.409A-1(h)) (a “Separation from Service”) due to the termination of the Employee’s employment by Live Nation without Cause or the Employee’s termination of the Employee’s employment Executive for Good Reason, Live Nation the Company shall promptly or(i) pay the Executive the Salary and other benefits accrued hereunder and unpaid as of the date of termination, (ii) pay the Executive for the Severance Period (as hereinafter defined) an amount equal to the Salary, (iii) continue to provide the Executive for the Severance Period coverage under those Company-sponsored welfare benefit plans (other than severance plans) in which he participated immediately prior to such termination, (iv) pay the Executive an amount equal to the product of his target bonus under the MICP for the year of termination and a fraction, the numerator of which is the number of days in the Severance Period and the denominator of which is 365, assuming for this purpose that the performance target level for the year of termination has been achieved, (v) provide that any outstanding option to purchase Company Stock held by the Executive as of the date of termination shall continue to vest in accordance with its regular vesting schedule through the expiration of the Severance Period and shall remain exercisable in accordance with Section 4.7 hereof for one year (three (3) years for the Commencement Option) following the expiration of the Severance Period, after which any such outstanding option shall expire, (vi) provide that both Performance Vested ISUs and Service Vested ISUs shall continue to vest in accordance with their regular vesting schedule through the expiration of the Severance Period, and, in the case of obligations described in clause (iv) belowthe Performance Vested ISUs, as such obligations become due, pay or provide to assuming that the Employeeapplicable target performance goal has been achieved, (ivii) pay the Employee’s earned but unpaid Base Salary accrued through Executive when due the date full amount owing pursuant to each of such Separation from Service the Executive's LTIP awards, assuming, for each award, that the applicable target performance goal has been achieved, and (viii) provide the “Termination Date”), (ii) accrued but unpaid vacation time through Executive service credit under the Termination Date, if any, (iii) reimbursement of any business expenses incurred by the Employee prior to the Termination Date that are reimbursable under Section 3(e) above, (iv) any vested benefits and other amounts due to the Employee under any plan, program or policy of Live Nation, (v) subject to Section 5(e) below, a proCompany's non-rated Bonus for the calendar year qualified retirement plans in which the Termination Date occurs and (vi) any Bonus required to be paid to Executive then participates through the Employee pursuant to this Agreement for any calendar year of Live Nation ending prior to the Termination Date, to the extent payable, but not previously paid (together, the “Accrued Obligations”). In addition, subject to Sections 5(e) and 7(b) below and the Employee’s execution and non-revocation of a binding release in accordance with Section 5(f) below, in the event expiration of the Employee’s Separation from Service with Live Nation by reason of a termination by Live Nation without Cause or a termination by the Employee for Good Reason, Live Nation shall (i) pay to the Employee, within 60 days of the Employee’s Termination Date (with the exact payment date to be determined by Live Nation in its sole discretion), except as set forth in the proviso to this clause, a lump-sum cash payment (less appropriate payroll deductions) equal to the Employee’s then-current Base Salary times the greater of (a) the number of full months remaining in the Term as of the Termination Date, divided by 12, or (b) two (in either case, the “Cash Severance”); and (ii) accelerate the vesting and lapsing of restrictions on all unvested or restricted equity awards awarded to the Employee prior to the Employee’s Termination Date, and, to the extent applicable, all such awards shall remain exercisable until the earlier to occur of the third anniversary of the Termination Date or the stated expiration of such award (the Cash Severance and accelerated vesting, collectively, the “Severance”), provided that no such accelerating awards shall be exercisable prior to the date on which the Employee’s executed release becomes irrevocable. Each payment under this Section 5(a) shall be treated as a separate payment for purposes of Code Section 409A (together with the regulations and other official guidance promulgated thereunder, “Section 409A”). Notwithstanding the foregoing, if the 60-day period during which the Cash Severance may be paid spans two calendar years, such payment shall be made in the later such calendar yearPeriod.

Termination Without Cause or for Good Reason. Live Nation The Company may voluntarily terminate the Employee’s employment this Agreement without Cause (as defined below) or by giving written notice to Executive. Any such notice shall specify the Employee may terminate the Employee’s employment for Good Reason (as defined below) at any time during the Term. If the Employee experiences a “separation from service” (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury Regulation Section 1.409A-1(h)) (a “Separation from Service”) due to the termination of the Employee’s employment by Live Nation without Cause or the Employee’s termination of the Employee’s employment for Good Reason, Live Nation shall promptly or, in the case of obligations described in clause (iv) below, as such obligations become due, pay or provide to the Employee, (i) the Employee’s earned but unpaid Base Salary accrued through the exact date of such Separation from Service termination (the “Termination Date”). Executive may voluntarily terminate this agreement for Good Reason by giving written notice to the Company specifying the exact Termination Date. “Good Reason” means any of the following (i) a material diminution by the Company of Executive’s then existing base salary or incentive compensation opportunity, other than as contemplated by Section 3(a); (ii) accrued but unpaid vacation time through a material diminution in Executive’s authorities, duties and/or responsibilities; or (iii) the Company’s decision to permanently relocate Executive’s residence or the Company’s principal business office by more than sixty (60) miles from its then current location and the Executive’s relocation with respect thereto; provided, however, that no termination by Executive shall constitute a termination for Good Reason unless: (1) Executive gives the Company notice of the existence of the condition constituting Good Reason within thirty (30) days following the initial occurrence thereof; (2) the Company does not remedy or cure the Good Reason condition within thirty (30) days of receiving such notice described in (1); and (3) Executive terminates employment within thirty (30) days following the end of the cure period described in (2). If Executive’s employment under this Agreement is terminated by the Company without Cause or by Executive for Good Reason, subject to the condition set forth below in Section 5(c), Executive shall be entitled to receive, after the Termination Date, if any, the Accrued Obligations and eighteen (iii18) reimbursement months of any business expenses incurred by the Employee prior to following “Severance Benefits”: (i) his Base Salary at the rate existing on the Termination Date Date; (ii) if Executive timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) or any state equivalent, for himself and his covered dependents under the Company’s group health plans following such termination, then the Company shall pay the COBRA premiums necessary to continue Executive’s health insurance coverage in effect for himself and his eligible dependents on the date of his termination until the earliest of (A) the date that are reimbursable under Section 3(eis eighteen (18) above, (iv) any vested benefits and other amounts due to the Employee under any plan, program or policy of Live Nation, (v) subject to Section 5(e) below, a pro-rated Bonus for the calendar year in which the Termination Date occurs and (vi) any Bonus required to be paid to the Employee pursuant to this Agreement for any calendar year of Live Nation ending prior to months after the Termination Date, to (B) the extent payableexpiration of Executive’s eligibility for continuation coverage under COBRA, but not previously paid or (togetherC) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment (such period from the termination date through the earliest of (A) through (C), the “Accrued ObligationsCOBRA Payment Period”). In additionWith respect to payment of COBRA premiums described above, subject Executive must pay his portion of any premiums with after-tax income and any portion of such premiums paid for by the Company shall be fully taxable to Sections 5(e) and 7(b) below Executive. If Executive becomes eligible for coverage under another employer’s group health plan, through self-employment, or otherwise ceases to be eligible for COBRA coverage during the period provided in this Section, Executive must immediately notify the Company of such event, and the EmployeeCompany’s execution and non-revocation of a binding release in accordance with Section 5(f) below, in the event of the Employeeobligation to pay COBRA premiums on Executive’s Separation from Service with Live Nation by reason of a termination by Live Nation without Cause or a termination by the Employee for Good Reason, Live Nation behalf shall (i) pay to the Employee, within 60 days of the Employee’s Termination Date (with the exact payment date to be determined by Live Nation in its sole discretion), except as set forth in the proviso to this clause, a lump-sum cash payment (less appropriate payroll deductions) equal to the Employee’s then-current Base Salary times the greater of (a) the number of full months remaining in the Term as of the Termination Date, divided by 12, or (b) two (in either case, the “Cash Severance”); and (ii) accelerate the vesting and lapsing of restrictions on all unvested or restricted equity awards awarded to the Employee prior to the Employee’s Termination Date, and, to the extent applicable, all such awards shall remain exercisable until the earlier to occur of the third anniversary of the Termination Date or the stated expiration of such award (the Cash Severance and accelerated vesting, collectively, the “Severance”), provided that no such accelerating awards shall be exercisable prior to the date on which the Employee’s executed release becomes irrevocable. Each payment under this Section 5(a) shall be treated as a separate payment for purposes of Code Section 409A (together with the regulations and other official guidance promulgated thereunder, “Section 409A”)cease. Notwithstanding the foregoing, if at any time the 60-Company determines, in its sole discretion, that its payment of COBRA premiums on Executive’s behalf would result in a violation of applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then in lieu of paying COBRA premiums on Executive’s behalf, the Company will pay Executive on the last day period during of each remaining month of the COBRA Payment Period a cash payment equal to the COBRA premium for that month, which the Cash Severance may be paid spans two calendar years, such payment shall be subject to applicable tax withholding (such amount, the “Special Severance Payment”), such Special Severance Payment to be made without regard to Executive’s payment of COBRA premiums and without regard to the expiration of the COBRA Payment Period prior to the end of the COBRA continuation period. Such Special Severance Payment shall end on the earlier of (i) the date on which Executive commences other full-time, regular employment (i.e., excluding temporary or consulting positions) and (ii) the close or termination of the COBRA continuation period following Executive’s termination. All Base Salary payments shall be paid over time in accordance with the later Company’s general payroll practices, as and when such calendar yearBase Salary would have been paid had Executive’s employment not terminated, with the first Base Salary installment due for the payroll period beginning immediately following the expiration of the separation agreement revocation period described below. Executive shall not be under any obligation to mitigate the Company’s obligation by securing other employment or otherwise.

Termination Without Cause or for Good Reason. Live Nation may terminate In the Employee’s event the Executive's employment without Cause (as defined below) or with the Employee may terminate Company is terminated by the Employee’s employment for Good Reason (as defined below) at any time during the Term. If the Employee experiences a “separation from service” (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury Regulation Section 1.409A-1(h)) (a “Separation from Service”) due to the termination of the Employee’s employment by Live Nation Company without Cause or by the Employee’s termination of the Employee’s employment Executive for Good Reason, Live Nation at any time, and, provided no Change in Control shall promptly orhave occurred, the Company shall pay the Executive, in cash, aggregate severance payments equal to his then base salary for up to twelve months (12) months from the case Date of obligations described Termination or the date upon which Executive obtains alternative employment, whichever is earlier. The Company shall pay to the Executive such severance payments due hereunder in clause twelve (iv12) below, as equal monthly payments on the first day of each month following such obligations become termination. If the Company fails to make any such payment due, pay or provide to the Employee, and such failure continues for thirty (i30) the Employee’s earned but unpaid Base Salary accrued through the date days following notice of such Separation from Service (the “Termination Date”), (ii) accrued but unpaid vacation time through the Termination Date, if any, (iii) reimbursement of any business expenses incurred nonpayment by the Employee prior to the Termination Date that are reimbursable under Section 3(e) above, (iv) any vested benefits and other amounts due to the Employee under any plan, program or policy of Live Nation, (v) subject to Section 5(e) below, a pro-rated Bonus for the calendar year in which the Termination Date occurs and (vi) any Bonus required to be paid to the Employee pursuant to this Agreement for any calendar year of Live Nation ending prior to the Termination Date, to the extent payable, but not previously paid (togetherExecutive, the “Accrued Obligations”)Executive may accelerate the payment of all of the remaining payments. In addition, subject (a) Executive shall have the right to Sections 5(e) and 7(b) below and the Employee’s execution and nonexercise any stock options, long-revocation of a binding release term incentive awards or other similar awards held by him in accordance with Section 5(f) belowthe relevant plan documents or grant letter; provided, however, in no event shall Executive have less than six (6) months following the event Date of the Employee’s Separation from Service with Live Nation by reason of a termination by Live Nation without Cause Termination to exercise such options or a termination by the Employee for Good Reason, Live Nation shall (i) pay to the Employee, within 60 days of the Employee’s Termination Date (with the exact payment date to be determined by Live Nation in its sole discretion), except as set forth in the proviso to this clause, a lump-sum cash payment (less appropriate payroll deductions) equal to the Employee’s then-current Base Salary times the greater of (a) the number of full months remaining in the Term as of the Termination Date, divided by 12, or awards; and (b) two (in either casethe Company shall provide Executive with continuing coverage under the life, the “Cash Severance”); disability, accident and (ii) accelerate the vesting and lapsing of restrictions on all unvested or restricted equity awards awarded to the Employee prior to the Employee’s Termination Date, and, to the extent applicable, all such awards shall remain exercisable until the earlier to occur health insurance programs for employees of the third anniversary Company generally and under any supplemental programs covering executives of the Termination Date Company (including, without limitation, participation in the Company's 401(K) retirement plan), as from time to time in effect, for the twelve (12) month period from such termination or until Executive becomes eligible for substantially similar coverage under the stated expiration employee plans of such award (the Cash Severance and accelerated vestinga new employer, collectively, the “Severance”)whichever occurs earlier, provided that no such accelerating awards Executive's right to elect continued medical coverage after termination of employment under Part 6 of Title I of the Employee Retirement Income Security Act of 1974, as amended, shall be exercisable prior to deemed satisfied by the date on which the Employee’s executed release becomes irrevocable. Each payment under coverage provided in this Section 5(a) shall be treated as a separate payment for purposes of Code Section 409A clause (together with the regulations and other official guidance promulgated thereunder, “Section 409A”b). Notwithstanding Executive shall also be entitled to a continuation of all other benefits in effect at the foregoingtime of termination (including, without limitation, automobile, country club, vacation and pension benefits, if applicable) for the 60-day twelve (12) month period during which the Cash Severance may be paid spans two calendar years, following such payment shall be made in the later such calendar yeartermination or until Executive becomes eligible for substantially similar benefits from a new employer.

Termination Without Cause or for Good Reason. Live Nation may terminate In the Employeeevent the Executive’s employment without Cause (as defined below) or with the Employee may terminate Company is terminated by the Employee’s employment for Good Reason (as defined below) at any time during the Term. If the Employee experiences a “separation from service” (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury Regulation Section 1.409A-1(h)) (a “Separation from Service”) due to the termination of the Employee’s employment by Live Nation Company without Cause or by the Employee’s termination of the Employee’s employment Executive for Good Reason, Live Nation at any time, and, provided no Change in Control shall promptly orhave occurred, the Company shall pay the Executive, in cash, aggregate severance payments equal to his then base salary for up to twelve (12) months from the case Date of obligations described in clause (iv) below, as such obligations become due, pay Termination or provide to the Employee, (i) the Employee’s earned but unpaid Base Salary accrued through the date of such Separation from Service (the “Termination Date”)upon which Executive obtains alternative employment, (ii) accrued but unpaid vacation time through the Termination Date, if any, (iii) reimbursement of any business expenses incurred by the Employee prior to the Termination Date that are reimbursable under Section 3(e) above, (iv) any vested benefits and other amounts due to the Employee under any plan, program or policy of Live Nation, (v) subject to Section 5(e) below, a pro-rated Bonus for the calendar year in which the Termination Date occurs and (vi) any Bonus required to be paid to the Employee pursuant to this Agreement for any calendar year of Live Nation ending prior to the Termination Date, to the extent payable, but not previously paid (together, the “Accrued Obligations”)whichever is earlier. In addition, subject to Sections 5(e) and 7(b) below and the Employee’s execution and non-revocation of a binding release in accordance with Section 5(f) below, in the event of the Employee’s Separation from Service with Live Nation by reason of a termination by Live Nation without Cause or a termination by the Employee for Good Reason, Live Nation The Company shall (i) pay to the Employee, within 60 days of the Employee’s Termination Date Executive any severance payments due hereunder in twelve (with the exact payment date to be determined by Live Nation in its sole discretion), except as set forth in the proviso to this clause, a lump-sum cash payment (less appropriate payroll deductions12) equal to monthly payments on the Employee’s then-current Base Salary times the greater first day of (a) the number of full months remaining in the Term as of the Termination Date, divided by 12, or (b) two (in either case, the “Cash Severance”); and (ii) accelerate the vesting and lapsing of restrictions on all unvested or restricted equity awards awarded to the Employee prior to the Employee’s Termination Date, and, to the extent applicable, all each month following such awards shall remain exercisable until the earlier to occur of the third anniversary of the Termination Date or the stated expiration of such award (the Cash Severance and accelerated vesting, collectively, the “Severance”), provided that no such accelerating awards shall be exercisable prior to the date on which the Employee’s executed release becomes irrevocable. Each payment under this Section 5(a) shall be treated as a separate payment for purposes of Code Section 409A (together with the regulations and other official guidance promulgated thereunder, “Section 409A”)termination. Notwithstanding the foregoing, if the 60Executive obtains alternative employment for base salary and bonus compensation of less than his then annual base salary, then Executive shall continue to receive monthly severance payments for the remaining balance of the 12 month period in an amount equal to the difference between one-twelfth (1/12) of his annual base salary and one-twelfth (1/12) of the annual base salary and bonus compensation received from such alternative employer. In addition, (a) the Executive shall have the right to exercise any stock options, long-term incentive awards or other similar awards held by him in accordance with the relevant plan documents or grant letter; provided, however, that to the extent any option or award would expire by its terms within six (6) months following the date of termination, then the Executive may exercise said option or award until the earlier of (i) six (6) months following the date of termination or (ii) the later of the December 31 of the calendar year in which said option or award would otherwise expire or the fifteenth (15th) day of the third (3rd) month after the option or award would otherwise expire; and (b) the Company shall provide Executive with continuing coverage under the life, disability, accident and health insurance programs for employees of the Company generally and under any supplemental programs covering executives of the Company, as from time to time in effect, for the twelve (12) month period during from such termination or until Executive becomes eligible for substantially similar coverage under the employee plans of a new employer, whichever occurs earlier, provided that Executive’s right to elect continued medical coverage after termination of employment under Part 6 of Title I of the Employee Retirement Income Security Act of 1974, as amended, shall be deemed satisfied by the coverage provided in this clause (b). The Executive shall also be entitled to a continuation of all other benefits and reimbursements in effect at the time of termination for the twelve (12) month period following such termination or until the Executive becomes eligible for substantially similar benefits from a new employer, whichever is earlier. In addition, all stock options and restricted stock held by Executive on the date of termination under any of the Company’s 1994, 1996 or 2000 Incentive Plans that would become exercisable within the twelve (12) months following such termination of employment had the Executive stayed in the employ of the Company shall become immediately exercisable. Any part of the foregoing benefits that are attributable to participation in a plan in which the Cash Severance may Executive can no longer participate under applicable law, shall be paid spans two calendar years, by the Company from other sources such payment that the Executive receives substantially similar benefits to those provided for under the plan. All amounts payable hereunder shall be made in the later paid monthly during such calendar yeartwelve (12) month period.